SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FIRST INDUSTRIAL, L.P.

_______________________________

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

☐

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

First Industrial Realty Trust, Inc.

Yes

☐

First Industrial, L.P.

Yes

☐

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

First Industrial Realty Trust, Inc.

Yes

☐

☑

First Industrial, L.P.

Yes

☐

☑

At July ~~26, 2019, 126,487,215~~24, 2020, 127,207,724 shares of First Industrial Realty Trust, Inc.'s Common Stock, $0.01 par value, were outstanding.

EXPLANATORY NOTE

This report combines the Quarterly Reports on Form 10-Q for the period ended June 30, ~~2019~~2020 of First Industrial Realty Trust, Inc., a Maryland corporation (the "Company"), and First Industrial, L.P., a Delaware limited partnership (the "Operating Partnership"). Unless stated otherwise or the context otherwise requires, the terms "we," "our" and "us" refer to the Company and its subsidiaries, including the Operating Partnership and its consolidated subsidiaries.

The Company is a real estate investment trust and the general partner of the Operating Partnership. At June 30, ~~2019,~~2020, the Company owned an approximate ~~97.8%~~97.9% common general partnership interest in the Operating Partnership. The remaining approximate ~~2.2%~~2.1% 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 common units of limited partnership interests in the Operating Partnership ~~and/or~~and recipients of ~~LTIP~~RLP Units (See Note 9)6) 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:

•

•Stockholders' Equity, Noncontrolling Interest and Partners' Capital. The 2.1% equity interest in the Operating Partnership held by 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 eight 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 eight 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.

• The 2.2% equity interest in the Operating Partnership held by 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 eight 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 eight 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 separate disclosures for each of the Company and the Operating Partnership:

•consolidated financial statements;

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

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

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

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

FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, ~~2019~~2020

INDEX



		Page
PART I: FINANCIAL INFORMATION			3
Item 1.	Financial Statements	3
	First Industrial Realty Trust, Inc.
	Consolidated Balance Sheets as of June 30, ~~2019~~2020 and December 31, ~~2018~~2019	3
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	4
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	5
	Consolidated ~~Statement~~Statements of Changes in Stockholders' Equity for the Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	6
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	7
	First Industrial, L.P.
	Consolidated Balance Sheets as of June 30, ~~2019~~2020 and December 31, ~~2018~~2019	89
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	910
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	1011
	Consolidated ~~Statement~~Statements of Changes in Partners' Capital for the Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	1112
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	1213
	First Industrial Realty Trust, Inc. and First Industrial, L.P.
	Notes to the Consolidated Financial Statements	1416
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2827
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4344
Item 4.	Controls and Procedures	4344
PART II: OTHER INFORMATION			4445
Item 1.	Legal Proceedings	4445
Item 1A.	Risk Factors	4445
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4446
Item 3.	Defaults Upon Senior Securities	4446
Item 4.	Mine Safety Disclosures	4446
Item 5.	Other Information	4446
Item 6.	Exhibits	4446
EXHIBIT INDEX			4547
SIGNATURES			4648

PART I: FINANCIAL INFORMATION



Item 1.			Financial Statements

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	June 30, 2019			December 31, 2018				June 30, 2020		December 31, 2019
	(Unaudited)							(Unaudited)
ASSETS							ASSETS
Assets:							Assets:
Investment in Real Estate:							Investment in Real Estate:
Land	$	934,398		$	909,318		Land	$	1,073,959	$	957,478
Buildings and Improvements	2,737,139			2,704,850			Buildings and Improvements	2,913,576		2,782,430
Construction in Progress	147,008			59,476			Construction in Progress	67,953		90,301
Less: Accumulated Depreciation	(844,714		)	(811,784		)	Less: Accumulated Depreciation	(832,790)		(804,780)
Net Investment in Real Estate	2,973,831			2,861,860			Net Investment in Real Estate	3,222,698		3,025,429

Operating Lease Right-of-Use Assets	11,858			—			Operating Lease Right-of-Use Assets	25,610		24,877
Cash and Cash Equivalents	33,445			43,102			Cash and Cash Equivalents	94,955		21,120
Restricted Cash	—			7,271			Restricted Cash	5,888		131,598
Tenant Accounts Receivable, Net	5,032			5,185
Tenant Accounts Receivable							Tenant Accounts Receivable	5,478		8,529
Investment in Joint Venture	18,132			23,326			Investment in Joint Venture	21,876		18,208
Deferred Rent Receivable, Net	77,207			71,079
Deferred Rent Receivable							Deferred Rent Receivable	81,938		77,703
Deferred Leasing Intangibles, Net	29,110			29,678			Deferred Leasing Intangibles, Net	26,571		28,533
Prepaid Expenses and Other Assets, Net	106,286			101,190			Prepaid Expenses and Other Assets, Net	166,870		182,831
Total Assets	$	3,254,901		$	3,142,691		Total Assets	$	3,651,884	$	3,518,828
LIABILITIES AND EQUITY							LIABILITIES AND EQUITY
Liabilities:							Liabilities:
Indebtedness:							Indebtedness:
Mortgage Loans Payable, Net	$	221,357		$	296,470		Mortgage Loans Payable, Net	$	156,343	$	173,685
Senior Unsecured Notes, Net	544,715			544,504			Senior Unsecured Notes, Net	694,274		694,015
Unsecured Term Loans, Net	457,337			456,809			Unsecured Term Loans, Net	458,393		457,865
Unsecured Credit Facility	158,000			—			Unsecured Credit Facility	320,000		158,000
Accounts Payable, Accrued Expenses and Other Liabilities	101,054			78,665			Accounts Payable, Accrued Expenses and Other Liabilities	102,511		114,637
Operating Lease Liabilities	12,285			—			Operating Lease Liabilities	23,157		22,369
Deferred Leasing Intangibles, Net	9,466			9,560			Deferred Leasing Intangibles, Net	12,260		11,893
Rents Received in Advance and Security Deposits	46,003			47,927			Rents Received in Advance and Security Deposits	55,237		57,534
Dividends and Distributions Payable	30,281			28,845			Dividends and Distributions Payable	33,036		30,567
Total Liabilities	1,580,498			1,462,780			Total Liabilities	1,855,211		1,720,565
Commitments and Contingencies	—			—			Commitments and Contingencies	—		—
Equity:							Equity:
First Industrial Realty Trust Inc.'s Stockholders' Equity:							First Industrial Realty Trust Inc.'s Stockholders' Equity:
Common Stock ($0.01 par value, 225,000,000 shares authorized and 126,487,215 and 126,307,431 shares issued and outstanding)	1,265			1,263
Common Stock ($0.01 par value, 225,000,000 shares authorized and 127,207,724 and 126,994,478 shares issued and outstanding)							Common Stock ($0.01 par value, 225,000,000 shares authorized and 127,207,724 and 126,994,478 shares issued and outstanding)	1,272		1,270
Additional Paid-in-Capital	2,129,707			2,131,556			Additional Paid-in-Capital	2,141,255		2,140,847
Distributions in Excess of Accumulated Earnings	(487,370		)	(490,807		)	Distributions in Excess of Accumulated Earnings	(361,310)		(370,835)
Accumulated Other Comprehensive (Loss) Income	(7,058		)	3,502
Accumulated Other Comprehensive Loss							Accumulated Other Comprehensive Loss	(22,308)		(6,883)
Total First Industrial Realty Trust, Inc.'s Stockholders' Equity	1,636,544			1,645,514			Total First Industrial Realty Trust, Inc.'s Stockholders' Equity	1,758,909		1,764,399
Noncontrolling Interest	37,859			34,397			Noncontrolling Interest	37,764		33,864
Total Equity	1,674,403			1,679,911			Total Equity	1,796,673		1,798,263
Total Liabilities and Equity	$	3,254,901		$	3,142,691		Total Liabilities and Equity	$	3,651,884	$	3,518,828

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)

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)

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

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited; in thousands, except per share data)

Six Months Ended June 30, 2019:
Common
Stock

Additional
Paid-in-
Capital

Distributions
in Excess of
Accumulated
Earnings

Accumulated
Other
Comprehensive
(Loss) Income

Noncontrolling
Interest
Total
Balance as of December 31, 2018 $ 1,263
$ 2,131,556
$ (490,807 ) $ 3,502
$ 34,397
$ 1,679,911
Net Income —
—
23,803
—
537
24,340
Other Comprehensive Loss —
—
—
(6,190 ) (140 ) (6,330 )
Stock Based Compensation Activity 2
(611 ) (1,696 ) —
270
(2,035 )
Common Stock Dividends and Unit Distributions ($0.2300 Per Share/Unit) —
—
(29,258 ) —
(664 ) (29,922 )
Reallocation - Additional Paid-in-Capital —
(3,238 ) —
—
3,238
—
Reallocation - Other Comprehensive Income —
—
—
(7 ) 7
—
Balance as of March 31, 2019 $ 1,265
$ 2,127,707
$ (497,958 ) $ (2,695 ) $ 37,645
$ 1,665,964
Net Income —
—
39,800
—
913
40,713
Other Comprehensive Loss —
—
—
(4,362 ) (101 ) (4,463 )
Stock Based Compensation Activity —
1,542
—
—
511
2,053
Common Stock Dividends and Unit Distributions ($0.2300 Per Share/Unit) —
—
(29,212 ) —
(652 ) (29,864 )
Reallocation - Additional Paid-in-Capital —
458
—
—
(458 ) —
Reallocation - Other Comprehensive Income —
—
—
(1 ) 1
—
Balance as of June 30, 2019 $ 1,265
$ 2,129,707
$ (487,370 ) $ (7,058 ) $ 37,859
$ 1,674,403

Six Months Ended June 30, 2018:

Balance as of December 31, 2017 $ 1,199
$ 1,967,110
$ (541,847 ) $ 1,338
$ 48,077
$ 1,475,877
Net Income —
—
36,292
—
1,172
37,464
Other Comprehensive Income —
—
—
6,366
183
6,549
Stock Based Compensation Activity 3
(1,106 ) (3,282 ) —
—
(4,385 )
Common Stock Dividends and Unit Distributions ($0.2175 Per Share/Unit) —
—
(26,332 ) —
(775 ) (27,107 )
Conversion of Limited Partner Units to Common Stock 4
5,005
—
—
(5,009 ) —
Retirement of Limited Partner Units —
—
—
—
(934 ) (934 )
Reallocation - Additional Paid-in-Capital —
(292 ) —
—
292
—
Balance as of March 31, 2018 $ 1,206
$ 1,970,717
$ (535,169 ) $ 7,704
$ 43,006
$ 1,487,464
Net Income —
—
45,209
—
1,195
46,404
Other Comprehensive Income —
—
—
2,731
17
2,748
Issuance of Common Stock, Net of Issuance Costs 48
145,360
—
—
—
145,408
Stock Based Compensation Activity —
1,997
—
—
—
1,997
Common Stock Dividends and Unit Distributions ($0.2175 Per Share/Unit) —
—
(27,566 ) —
(643 ) (28,209 )
Conversion of Limited Partner Units to Common Stock 6
7,312
—
—
(7,318 ) —
Reallocation - Additional Paid-in-Capital —
(1,926 ) —
—
1,926
—
Balance as of June 30, 2018 $ 1,260
$ 2,123,460
$ (517,526 ) $ 10,435
$ 38,183
$ 1,655,812


Six Months Ended June 30, 2019:	Common Stock		Additional Paid-in- Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest		Total
Balance as of December 31, 2018	$	1,263	$	2,131,556	$	(490,807)	$	3,502	$	34,397	$	1,679,911
Net Income	—		—		23,803		—		537		24,340
Other Comprehensive Loss	—		—		—		(6,190)		(140)		(6,330)

Stock Based Compensation Activity	2		(611)		(1,696)		—		270		(2,035)
Common Stock Dividends and Unit Distributions ($0.23 Per Share/Unit)	—		—		(29,258)		—		(664)		(29,922)


Reallocation - Additional Paid-in-Capital	—		(3,238)		—		—		3,238		—
Reallocation - Other Comprehensive Income	—		—		—		(7)		7		—
Balance as of March 31, 2019	$	1,265	$	2,127,707	$	(497,958)	$	(2,695)	$	37,645	$	1,665,964
Net Income	—		—		39,800		—		913		40,713
Other Comprehensive Income	—		—		—		(4,362)		(101)		(4,463)

Stock Based Compensation Activity	—		1,542		—		—		511		2,053
Common Stock Dividends and Unit Distributions ($0.23 Per Share/Unit)	—		—		(29,212)		—		(652)		(29,864)


Reallocation - Additional Paid-in-Capital	—		458		—		—		(458)		—
Reallocation - Other Comprehensive Income	—		—		—		(1)		1		—
Balance as of June 30, 2019	$	1,265	$	2,129,707	$	(487,370)	$	(7,058)	$	37,859	$	1,674,403

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)

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in thousands)

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited; in thousands)

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited; in thousands)

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

FIRST INDUSTRIAL, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands, except Unit data)

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

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per Unit data)

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

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; in thousands)

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

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

(Unaudited; in thousands, except per Unit data)

Six Months Ended June 30, 2019:
General
Partner
Units

Limited
Partner
Units

Accumulated
Other
Comprehensive
(Loss) Income
Noncontrolling Interest Total
Balance as of December 31, 2018 $ 1,619,342
$ 66,246
$ 3,574
$ 857
$ 1,690,019
Net Income 23,777
537
—
26
24,340
Other Comprehensive Loss —
—
(6,330 ) —
(6,330 )
Stock Based Compensation Activity (2,305 ) 270
—
—
(2,035 )
Unit Distributions ($0.2300 Per Unit) (29,258 ) (664 ) —
—
(29,922 )
Distributions to Noncontrolling Interest —
—
—
(43 ) (43 )
Balance as of March 31, 2019 $ 1,611,556
$ 66,389
$ (2,756 ) $ 840
$ 1,676,029
Net Income 39,776
913
—
24
40,713
Other Comprehensive Loss —
—
(4,463 ) —
(4,463 )
Stock Based Compensation Activity 1,542
511
—
—
2,053
Unit Distributions ($0.2300 Per Unit) (29,212 ) (652 ) —
—
(29,864 )
Contributions from Noncontrolling Interest —
—
—
5
5
Distributions to Noncontrolling Interest —
—
—
(21 ) (21 )
Balance as of June 30, 2019 $ 1,623,662
$ 67,161
$ (7,219 ) $ 848
$ 1,684,452

Six Months Ended June 30, 2018:

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

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in thousands)


FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in thousands)
	Six Months Ended June 30, 2020		Six Months Ended June 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	77,955	$	65,053
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation	50,695		48,629
Amortization of Debt Issuance Costs	1,572		1,625
Other Amortization, including Stock Based Compensation	16,332		14,156


Equity in Loss (Income) of Joint Venture	74		(16,360)
Distributions from Joint Venture	—		16,084
Gain on Sale of Real Estate	(23,069)		(889)


Payments to Settle Derivative Instruments	—		(3,149)
Straight-line Rental Income and Expense, Net	(4,929)		(5,926)

Decrease (Increase) in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net	4,645		(2,780)

(Decrease) Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	(5,404)		3,734

Net Cash Provided by Operating Activities	117,871		120,177
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of Real Estate	(164,012)		(52,395)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(109,930)		(119,174)
Net Proceeds from Sales of Investments in Real Estate	40,529		11,179

Contributions to and Investments in Joint Venture	(3,889)		—
Distributions from Joint Venture	—		8,586
Deposits on Future Acquisitions and Other Investing Activity	(8,470)		(5,758)
Net Cash Used in Investing Activities	(245,772)		(157,562)
CASH FLOWS FROM FINANCING ACTIVITIES:



Tax Paid on Units Withheld	(5,944)		(4,384)
Unit Distributions Paid	(62,110)		(57,764)

Contributions from Noncontrolling Interests	17		5
Distributions to Noncontrolling Interests	(431)		(64)
Repayments on Mortgage Loans Payable	(17,506)		(75,336)




Proceeds from Unsecured Credit Facility	232,000		187,000
Repayments on Unsecured Credit Facility	(70,000)		(29,000)

Net Cash Provided by Financing Activities	76,026		20,457
Net Decrease in Cash, Cash Equivalents and Restricted Cash	(51,875)		(16,928)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	152,718		50,373
Cash, Cash Equivalents and Restricted Cash, End of Period	$	100,843	$	33,445

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)

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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%~~97.9% ownership interest ("General Partner Units") at June 30, ~~2019.~~2020. The Operating Partnership also conducts operations through ~~eight~~8 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%~~2.1% at June 30, ~~2019~~2020 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 ~~LTIP~~RLP Units of the Operating Partnership (See Note 6) pursuant to the Company's stock incentive plan. ~~See Note 9 for more information.~~

We also own a 49% equity interest in, and provide various services to, a joint venture (the "Joint Venture") through a wholly- owned TRS of the Operating Partnership. The Joint Venture is accounted for under the equity method of accounting. The operating data of the Joint Venture is not consolidated with that of the Company or the Operating Partnership as presented herein. See Note 5 for more information related to the Joint Venture.

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

As of June 30, ~~2019,~~2020, we owned ~~462~~438 industrial properties located in 2120 states, containing an aggregate of approximately ~~63.4~~63.0 million square feet of gross leasable area ("GLA"). Of the ~~462~~438 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, ~~2018~~2019 ("~~2018~~2019 Form 10-K") and should be read in conjunction with such consolidated financial statements and related notes. The ~~2018~~2019 year end consolidated balance sheet data included in this Form 10-Q filing was derived from the audited consolidated financial statements in our ~~2018~~2019 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, ~~2018~~2019 audited consolidated financial statements included in our ~~2018~~2019 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission.

In order to conform with GAAP, in preparation of our consolidated financial statements we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, and the reported amounts of revenues and expenses for the three and six months ended June 30, ~~2019~~2020 and ~~2018.~~2019. Actual results could differ from those estimates. In our opinion, the accompanying unaudited interim consolidated financial statements reflect all adjustments necessary for a fair statement of our financial position as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the results of our operations and comprehensive income for each of the three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, and our cash flows for each of the six months ended June 30, ~~2019~~2020 and ~~2018.~~2019. All adjustments are of a normal recurring nature.

~~Reclassifications~~Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board ("FASB") Accounting Standards Codification 842 Leases effective January 1, 2019. Upon adoption of the new standard, tenant recovery revenue and fee revenue collected for delinquent lease payments for 2018 has been reclassified to the ~~Lease Revenue~~ ~~line item in the Consolidated Statements of Operations to conform to the 2019 financial statement presentation. This reclassification had no impact to the 2018 results of operations.~~

~~Recent Accounting Pronouncements~~

~~In February 2016, the FASB~~ issued Accounting Standards Update ~~("ASU"~~(“ASU”) No. ~~2016-02, Leases~~2020-04 Reference Rate Reform (Topic ~~842) ("~~848). ASU ~~2016-02"),~~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. During the three months ended March 31, 2020, 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 ~~amended~~future hedged transactions will be based matches the ~~existing accounting standards for lease accounting to increase transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities~~index on the ~~balance sheet.~~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.

In April 2020, the ~~standard effective January 1, 2019 and have elected~~FASB issued a Staff Question-and-Answer ("Q&A") to ~~use January 1, 2019 as our date~~clarify whether lease concessions related to the effects of ~~initial application. Consequently, financial information will not be updated and disclosures required~~COVID-19 require the application of the lease modification guidance under the new lease standard, ~~will not be provided for periods presented before~~which we adopted on January 1, ~~2019 as these prior periods conform to the Accounting Standards Codification 840. We elected the package of practical expedients permitted under the transition guidance within~~2019. Under the new ~~standard. By adopting these practical expedients, we were not required~~leasing standard, an entity would have to ~~reassess (1) whether an existing contract meets~~determine, on a lease by lease basis, if a lease concession was the ~~definition~~result of a ~~lease; (2)~~new arrangement reached with the ~~lease classification for existing leases; or (3) costs previously capitalized as initial direct costs.~~

As a lessor, our rental revenue remained mainly consistent with previous guidance, apart from the narrower definition of initial direct costs that can be capitalized. The new standard defines initial direct costs as only the incremental costs of signing a lease. As such, certain compensation and certain external legal fees related to the execution of successful lease agreements no longer meet the definition of initial direct costs under the new standard and willtenant, which would be accounted for under the lease modification framework, or if the lease concession was under the enforceable rights and obligations that existed in the ~~line item~~ ~~General and Administrative Expense. However,~~original lease, which would be accounted for outside the ~~adoption of the standard, along~~lease modification framework. The Q&A provides entities with the ~~adoption of ASU No. 2018-11, Leases - Targeted Improvements which~~option to elect to account for lease concessions as though the ~~FASB issued in July 2018, did change our presentation of our results from operations~~enforceable rights and obligations existed in the ~~Consolidated Statements of Operations~~. ~~The main changes caused by~~original lease as long as the ~~adoption of~~total cash flows from the ~~standards are:~~

The new standard also requires lessors to exclude from variable payments certain lessor costs, such as real estate taxes, that the lessor contractually requires the lessee to pay directly to a third party on its behalf. Several of our leases require tenants to pay real estate taxes directly to taxing authorities. For periods prior to January 1, 2019, we recorded these payments in the line item ~~Property Expenses~~ ~~with an offset in the line item~~ ~~Lease Revenue.~~ ~~For the three and six months ended June 30, 2018, $1,862 and $3,748 of these payments are included in the aforementioned line items.~~

~~The new standard requires our expected credit loss related to the collectability of lease receivables to be reflected as an adjustment to the line item~~ ~~Lease Revenue. For the three and six months ended June 30, 2018, the credit loss related to the collectibility of lease receivables was recognized in the line item~~ ~~Property Expenses~~ ~~and was not significant.~~

We are a lessee on a limited number of ground and office leases. Under the new standard, the expense pattern for these leases is generally consistent with that of our historical recognition; however, we are required to record right-of-use assets and lease liabilities on our Consolidated Balance Sheets. Operating lease right-of-use assets and liabilities are recognized at commencement of the lease based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at lease commencement to determine the present value of lease payments. For leases that commenced priorsubstantially similar to the ~~effective date of~~cash flows in the ~~standard, we recognized right-of-use assets and lease liabilities based on the present value of remaining lease payments and the incremental borrowing rate on the date of adoption.~~original lease. We have elected this option and, to the ~~short term lease exemption~~extent that a rent concession is granted as a deferral of payments but total payments are substantially the same, we will account for ~~certain qualifying leases with lease terms of twelve months or less and, accordingly, did not record right-of-use assets and lease liabilities. We have also elected~~ the ~~practical expedient~~concession as if no change has been made to ~~not separate lease and non-lease components. For additional disclosures related to leases, refer to Note 13.~~the original lease.

In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeting Improvements to Accounting for Hedging Activities" ("ASU 2017-12"). ASU 2017-12 is intended to better align financial reporting for hedging activities with the economic objectives of those activities. We adopted ASU 2017-02 effective January 1, 2019, and the adoption did not impact our financial condition or results of operations.

3. Investment in Real Estate

During the six months ended June 30, ~~2019,~~2020, we acquired ~~four~~6 industrial properties comprised of approximately ~~0.3~~0.9 million square feet of GLA and ~~four~~3 land ~~parcels, one of which was acquired from our Joint Venture (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 amounts recognized for each major asset class for the industrial properties and land parcels acquired during the six months ended June 30, ~~2019:~~2020:

Purchase Price
Land $ 26,305
Building and Improvements 20,092
In-Place Leases 2,585
Below Market Leases (656 )
Other Assets (leasing commissions) 256
Total Purchase Price $ 48,582

The revenue and net income associated with the acquisition of the industrial properties and land parcels, since their respective acquisition dates, are not significant ~~for~~to the six months ended June 30, ~~2019.~~2020.

During the six months ended June 30, ~~2019,~~2020, we sold ~~two~~12 industrial properties comprised of approximately ~~0.1~~0.4 million square feet of GLA. Gross proceeds from the sales were ~~$12,091.~~$41,051. The gain on sale of real estate attributable to these sales was ~~$889.~~

The following table discloses certain information regarding our indebtedness:

Outstanding Balance at Interest
Rate at
June 30, 2019
Effective
Interest
Rate at
Issuance

Maturity
Date
June 30, 2019 December 31, 2018
Mortgage Loans Payable, Gross $ 222,274
$ 297,610
4.03% – 8.26% 4.03% – 8.26%
December 2019 –
August 2028
Unamortized Debt Issuance Costs (917 ) (1,246 )
Unamortized Premiums —
106

Mortgage Loans Payable, Net $ 221,357
$ 296,470

Senior Unsecured Notes, Gross
2027 Notes 6,070
6,070
7.15% 7.11% 5/15/2027
2028 Notes 31,901
31,901
7.60% 8.13% 7/15/2028
2032 Notes 10,600
10,600
7.75% 7.87% 4/15/2032
2027 Private Placement Notes 125,000
125,000
4.30% 4.30% 4/20/2027
2028 Private Placement Notes 150,000
150,000
3.86% 3.86% 2/15/2028
2029 Private Placement Notes 75,000
75,000
4.40% 4.40% 4/20/2029
2030 Private Placement Notes 150,000
150,000
3.96% 3.96% 2/15/2030
Subtotal $ 548,571
$ 548,571

Unamortized Debt Issuance Costs (3,782 ) (3,990 )
Unamortized Discounts (74 ) (77 )
Senior Unsecured Notes, Net $ 544,715
$ 544,504

Unsecured Term Loans, Gross

2014 Unsecured Term Loan ^(A)
$ 200,000
$ 200,000
3.39% N/A 1/29/2021
2015 Unsecured Term Loan ^(A)
260,000
260,000
2.89% N/A 9/12/2022
Subtotal $ 460,000
$ 460,000

Unamortized Debt Issuance Costs (2,663 ) (3,191 )
Unsecured Term Loans, Net $ 457,337
$ 456,809

Unsecured Credit Facility ^(B)
$ 158,000
$ —
3.51% N/A 10/29/2021

2014 Unsecured Term Loan ^(A)

2015 Unsecured Term Loan ^(A)

Unsecured Credit Facility ^(B)

^(A) The interest rate at June 30, ~~2019~~2020 also reflects the derivative instruments we entered into to effectively convert the variable rate to a fixed rate. See Note 10. Additionally, on July 15, 2020 the 2014 Unsecured Term Loan was repaid. See Note 13.

^(B) The maturity date may be extended an additional year at our election, subject to certain restrictions. Amounts exclude unamortized debt issuance costs of ~~$2,927~~$1,684 and ~~$3,554~~$2,300 as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, which are included in the line item Prepaid Expenses and Other Assets, ~~Net~~Net. .The interest rate at June 30, 2020 also reflects the derivative instrument we entered into to effectively convert a portion of the variable rate into a fixed rate. See Note 10.

Mortgage Loans Payable, Net

During the six months ended June 30, ~~2019,~~2020, we paid off mortgage loans in the amount of ~~$72,073.~~$15,115.

As of June 30, ~~2019,~~2020, mortgage loans payable are collateralized, and in some instances cross-collateralized, by industrial properties with a net carrying value of ~~$336,242.~~$239,908. We believe the Operating Partnership and the Company were in compliance with all covenants relating to mortgage loans as of June 30, ~~2019.~~2020.

~~Senior Unsecured Notes, Net~~

~~On July 23, 2019, the Operating Partnership issued $150,000 of senior unsecured notes in a private placement. See Subsequent Events (Note 14).~~

Indebtedness

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

Amount
Remainder of 2019 $ 4,264
2020 59,046
2021 425,113
2022 341,552
2023 321
Thereafter 558,549
Total $ 1,388,845


	Amount
Remainder of 2020	$	2,307
2021	587,294
2022	336,954
2023	321
2024	335
Thereafter	708,214
Total	$	1,635,425

Our unsecured credit facility (the "Unsecured Credit Facility"), our unsecured term loans (the "Unsecured Term Loans"), our ~~private placement notes (the "Private~~Private Placement ~~Notes")~~Notes and the indentures governing our senior unsecured notes contain certain financial covenants, including limitations on incurrence of debt and debt service coverage. Under the Unsecured Credit Facility and the Unsecured Term Loans an event of default can occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred which could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreements. We believe the Operating Partnership and the Company were in compliance with all covenants relating to the Unsecured Credit Facility, the Unsecured Term Loans, the Private Placement Notes and the indentures governing our senior unsecured notes as of June 30, ~~2019. However,~~2020; however, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our lenders and noteholders in a manner that could impose and cause us to incur material costs.

Fair Value

At June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the fair value of our indebtedness was as follows:

June 30, 2019 December 31, 2018

Carrying
Amount^(A)

Fair
Value

Carrying
Amount^(A)

Fair
Value
Mortgage Loans Payable, Net $ 222,274
$ 227,413
$ 297,716
$ 304,508
Senior Unsecured Notes, Net 548,497
585,968
548,494
546,607
Unsecured Term Loans 460,000
461,106
460,000
461,317
Unsecured Credit Facility 158,000
158,177
—
—
Total $ 1,388,771
$ 1,432,664
$ 1,306,210
$ 1,312,432


	June 30, 2020						December 31, 2019
	Carrying Amount^(A)		Fair Value		Carrying Amount^(A)		Fair Value
Mortgage Loans Payable, Net	$	156,854	$	159,756	$	174,360	$	179,287
Senior Unsecured Notes, Net	698,503		788,186		698,500		756,351
Unsecured Term Loans	460,000		457,241		460,000		460,902
Unsecured Credit Facility	320,000		318,313		158,000		158,141
Total	$	1,635,357	$	1,723,496	$	1,490,860	$	1,554,681

_______________

^(A) The carrying amounts include unamortized premiums and 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, the Unsecured Term Loans and the Unsecured Credit Facility was primarily based upon Level 3 inputs.

5. Variable Interest Entities

Other Real Estate Partnerships

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

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

June 30, 2019 December 31, 2018
ASSETS
Assets:
Net Investment in Real Estate $ 255,559
$ 260,528
Other Assets, Net 23,742
25,059
Total Assets $ 279,301
$ 285,587
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable, Net $ 13,164
$ 20,497
Other Liabilities, Net 7,520
9,045
Partners' Capital 258,617
256,045
Total Liabilities and Partners' Capital $ 279,301
$ 285,587


	June 30, 2020		December 31, 2019
ASSETS
Assets:
Net Investment in Real Estate	$	243,003	$	240,847


Other Assets, Net	44,589		69,982
Total Assets	$	287,592	$	310,829
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable, Net	$	6,374	$	11,009
Other Liabilities, Net	20,953		21,088
Partners' Capital	260,265		278,732
Total Liabilities and Partners' Capital	$	287,592	$	310,829

Joint Venture

~~During~~Through a wholly-owned TRS of the ~~second quarter 2018,~~Operating Partnership, we ~~entered into the~~own a 49% interest in a Joint Venture with a third party partner for the purpose of developing, leasing, operating and potentially selling approximately 532 net developable acres of land located in the Phoenix, Arizona metropolitan area. The purchase price of the land was $49,000 and was acquired by the Joint Venture via cash equity contributions from us and our joint venture ~~partner. Through a wholly-owned TRS of the Operating Partnership, we own a 49% interest in the Joint Venture.~~partner during 2018.

During the six months ended June 30, 2019, the Joint Venture sold three land parcels, totaling 236 net developable acres, for gross proceeds of $57,178 and a total gain on sale of real estate of $30,236. Our economic share of the gain on sale is $14,816. However, we were the purchaser of one of the land parcels, acquiring 39 net developable acres from the Joint Venture. Accordingly, we netted our gain on sale pertaining to that sale in the amount of $3,121 against the basis of the land acquired. During the six months ended June 30, 2018, the Joint Venture sold one land parcel, totaling 21 net developable acres, for gross proceeds of $3,973 and total gain on sale of real estate of $181. Net income of the Joint Venture for the six months ended June 30, 2019 and 2018 was $30,148 and $154, respectively.

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

The Joint Venture has a 0.6 million square foot building under development (the "Project") at June 30, 2020. In ~~accordance~~connection with ~~GAAP, for~~ the ~~three~~Project, the Joint Venture entered into a construction loan with a capacity of $28,000 with a third party lender (the "Joint Venture Loan") during the six months ended June 30, ~~2019, we calculated the incentive fee using a hypothetical liquidation basis assuming the remaining net assets of~~2020. At June 30, 2020, the Joint Venture ~~were distributed at book value. Under this hypothetical liquidation methodology, we recognized an incentive fee of approximately $4,900, which is recorded in the~~ ~~Equity In Income of Joint Venture~~ ~~line item in the statement of operations and as an increase~~Loan has a $0 outstanding balance. With respect to ~~the~~ ~~Investment in Joint Venture~~ ~~line item on the balance sheet. Any incentive fee earned will be calculated based on the final economic performance of~~ the Joint Venture Loan, we provided a guarantee to the lender, which upon default of the loan, would require us to pay up to six months of interest and Project operating expenses with a maximum obligation of $500. Additionally, we provided the lender and our third party joint venture partner, guarantees that require timely completion of construction of the Project as well as the payment, subject to certain exceptions, of cost overruns incurred in the development of the Project. Total estimated investment for the Project is $42,800 and the Joint Venture is using a third party contractor to develop the building pursuant to a guaranteed maximum price contract. Lastly, we provided a guarantee to the lender related to typical non-recourse exceptions and an environmental indemnity. It is not possible to estimate the amount of additional costs, if any, that we may incur in connection with our completion guarantees to the third party lender and/or our joint venture partner as well as the non-recourse exception and environmental indemnity guarantees; however, we do not expect that we will be ~~paid towards~~required to make any significant payments in satisfaction of these guarantees.

During the ~~end~~three and six months ended June 30, 2020, we recognized fees of $127 and $187 from the Joint ~~Venture's life.~~Venture related to asset management and development services we provided to the Joint Venture. At June 30, 2020, we had a receivable from the Joint Venture of $46.

As part of our assessment of the appropriate accounting treatment for the Joint Venture, we reviewed the operating agreement of the Joint Venture in order to determine our rights and the rights of our joint venture partner, including whether those rights are protective or participating. We found that the operating agreement contains certain protective rights, such as the requirement of both member's approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved ~~budget. However,~~budget; however, we also found that we and our Joint Venture partner 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 the Joint Venture. As such, we concluded to account for our investment in the Joint Venture under the equity method of accounting.

6. Stockholders' 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 ~~LTIP~~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. Subject to vesting and other certain exceptions (including the “book-up” requirements of ~~LTIP Units - See Note 9 for additional detail)~~RLP Units), the holders of Noncontrolling Interests may convert their Units into an equal number of shares of Common Stock, or a cash equivalent, at the Company's election. Net income is allocated to the Noncontrolling Interests based on the weighted average ownership percentage during the period.

~~The following table summarizes~~ATM Program

On February 14, 2020, we entered into distribution agreements with certain sales agents to sell up to 14,000,000 shares of the ~~changes~~Company's common stock, for up to $500,000 aggregate gross sales proceeds, from time to time in ~~noncontrolling interest for~~"at-the-market" offerings (the "2020 ATM Program"). Under the ~~Company for~~terms of the ~~six months ended June 30, 2019 and 2018:~~

2019 2018
Balance as of December 31 $ 34,397
$ 48,077
    Net Income 1,450
2,367
    Amortization of Unearned Compensation related to the Issuance of LTIP Units^(A)
781
—
    Other Comprehensive (Loss) Income (241 ) 200
    Unit Distributions (1,316 ) (1,418 )
    Conversion of Limited Partner Units to Common Stock ^(B)
—
(12,327 )
    Retirement of Limited Partner Units ^(C)
—
(934 )
    Reallocation - Additional Paid-in-Capital 2,780
2,218
    Reallocation - Other Comprehensive Income 8
—
Balance as of June 30 $ 37,859
$ 38,183

~~_______________~~

^(A)2020 ATM Program, sales are to be made through transactions that are deemed to be "at-the-market" offerings, including sales made directly on the New York Stock Exchange, sales made through a market maker other than on an exchange or sales made through privately negotiated transactions. During the six months ended June 30, ~~2019, 297,216 LTIP Units were issued to certain employees and directors.~~

^(B) ~~During~~2020, the ~~six months ended June 30, 2018, 1,019,677 Limited Partner Units were converted into an equivalent number of~~Company did not issue any shares of common stock ofunder the ~~Company, resulting in a reclassification of $12,327 of noncontrolling interest to the Company's stockholders' equity.~~2020 ATM Program.

^(C)~~During the six months ended June 30, 2018, 33,333 Limited Partner Units were forfeited by a unitholder and were retired by the Operating Partnership.~~

~~Noncontrolling Interest of the Operating Partnership~~

~~The following table summarizes the changes in noncontrolling interest for the Operating Partnership for the six months ended June 30, 2019 and 2018:~~

2019 2018
Balance as of December 31 $ 857
$ 779
    Net Income 50
43
    Contributions 5
121
    Distributions (64 ) (64 )
Balance as of June 30 $ 848
$ 879

~~Dividends/Distributions~~

~~During the six months ended June 30, 2019, we declared $59,786 common stock dividends and Unit distributions.~~

7. Accumulated Other Comprehensive Income

The following table summarizes the changes in accumulated other comprehensive income by component for the Company and the Operating Partnership for the six months ended June 30, ~~2019:~~2020:

Derivative Instruments Accumulated Other Comprehensive Income (Loss) of the Operating Partnership Comprehensive (Income) Loss Attributable to Noncontrolling Interest of the Company Accumulated Other Comprehensive Income (Loss) of the Company
Balance as of December 31, 2018 $ 3,574
$ 3,574
$ (72 ) $ 3,502
Other Comprehensive Loss Before Reclassifications (9,715 ) (9,715 ) 233
(9,482 )
Amounts Reclassified from Accumulated Other Comprehensive (Loss) Income (1,078 ) (1,078 ) —
(1,078 )
Net Current Period Other Comprehensive Loss (10,793 ) (10,793 ) 233
(10,560 )
Balance as of June 30, 2019 $ (7,219 ) $ (7,219 ) $ 161
$ (7,058 )


	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
Balance as of December 31, 2019	$	(7,013)	$	(7,013)	$	130	$	(6,883)
Other Comprehensive Loss Before Reclassifications	(18,063)		(18,063)		345		(17,718)
Amounts Reclassified from Accumulated Other Comprehensive (Loss) Income	2,293		2,293		—		2,293
Net Current Period Other Comprehensive Loss	(15,770)		(15,770)		345		(15,425)
Balance as of June 30, 2020	$	(22,783)	$	(22,783)	$	475	$	(22,308)

The following table summarizes the reclassifications out of accumulated other comprehensive income for both the Company and the Operating Partnership for the three and six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:

Amounts Reclassified from Accumulated
Other Comprehensive (Loss) Income

Details about Accumulated
Other Comprehensive Income Components
Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Six Months Ended June 30, 2019 Six Months Ended June 30, 2018
Affected Line Items in the
Consolidated Statements of Operations
Derivative Instruments:
Amortization of Previously Settled Derivative Instruments $ 24
$ 23
$ 48
$ 47
Interest Expense
Net Settlement (Receipts) Payments to our Counterparties (550 ) 97
(1,126 ) 560
Interest Expense
Total $ (526 ) $ 120
$ (1,078 ) $ 607


	Amounts Reclassified from Accumulated Other Comprehensive Loss
Details about Accumulated Other Comprehensive Income Components	Three Months Ended June 30, 2020		Three Months Ended June 30, 2019		Six Months Ended June 30, 2020		Six Months Ended June 30, 2019		Affected Line Items in the Consolidated Statements of Operations
Derivative Instruments:
Amortization of Previously Settled Derivative Instruments	$	103	$	24	$	205	$	48	Interest Expense
Net Settlement Payments (Receipts) to our Counterparties	1,706		(550)		2,088		(1,126)		Interest Expense
Total	$	1,809	$	(526)	$	2,293	$	(1,078)

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 ~~$391~~$410 into net income by increasing interest expense for derivative instruments we settled in previous periods. Additionally, recurring settlement amounts on the 2014 Swaps, ~~and~~the 2015 Swaps and the 2020 Swap (as defined in Note 10) will also be reclassified to net income.

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

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

Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Six Months Ended June 30, 2019 Six Months Ended June 30, 2018
Numerator:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities $ 39,800
$ 45,209
$ 63,603
$ 81,501
Net Income Allocable to Participating Securities (89 ) (151 ) (149 ) (248 )
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders $ 39,711
$ 45,058
$ 63,454
$ 81,253
Denominator (In Thousands):
Weighted Average Shares - Basic 126,206
123,616
126,200
121,741
Effect of Dilutive Securities:
Performance units (See Note 9) 283
469
272
417
Weighted Average Shares - Diluted 126,489
124,085
126,472
122,158
Basic and Diluted EPS:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders $ 0.31
$ 0.36
$ 0.50
$ 0.67


	Three Months Ended June 30, 2020		Three Months Ended June 30, 2019		Six Months Ended June 30, 2020		Six Months Ended June 30, 2019
Numerator:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	35,669	$	39,800	$	76,303	$	63,603
Net Income Allocable to Participating Securities	(59)		(89)		(118)		(149)
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	35,610	$	39,711	$	76,185	$	63,454
Denominator (In Thousands):
Weighted Average Shares - Basic	127,074		126,206		127,004		126,200
Effect of Dilutive Securities:
Performance Units (See Note 9)	192		283		185		272
Weighted Average Shares - Diluted	127,266		126,489		127,189		126,472
Basic and Diluted EPS:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	0.28	$	0.31	$	0.60	$	0.50

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

Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Six Months Ended June 30, 2019 Six Months Ended June 30, 2018
Numerator:
Net Income Available to Unitholders and Participating Securities $ 40,689
$ 46,382
$ 65,003
$ 83,825
Net Income Allocable to Participating Securities (128 ) (151 ) (204 ) (248 )
Net Income Available to Unitholders $ 40,561
$ 46,231
$ 64,799
$ 83,577
Denominator (In Thousands):
Weighted Average Units - Basic 128,831
126,832
128,824
125,289
Effect of Dilutive Securities:
Performance units and certain Performance LTIP Units (See Note 9) 390
469
375
417
Weighted Average Units - Diluted 129,221
127,301
129,199
125,706
Basic and Diluted EPU:
Net Income Available to Unitholders $ 0.31
$ 0.36
$ 0.50
$ 0.67


	Three Months Ended June 30, 2020		Three Months Ended June 30, 2019		Six Months Ended June 30, 2020		Six Months Ended June 30, 2019
Numerator:
Net Income Available to Unitholders and Participating Securities	$	36,332	$	40,689	$	77,811	$	65,003
Net Income Allocable to Participating Securities	(125)		(128)		(249)		(204)
Net Income Available to Unitholders	$	36,207	$	40,561	$	77,562	$	64,799
Denominator (In Thousands):
Weighted Average Units - Basic	129,081		128,831		129,075		128,824
Effect of Dilutive Securities:
Performance Units and certain Performance RLP Units (See Note 6)	380		390		355		375
Weighted Average Units - Diluted	129,461		129,221		129,430		129,199
Basic and Diluted EPU:
Net Income Available to Unitholders	$	0.28	$	0.31	$	0.60	$	0.50

At June 30, ~~2019~~2020 and ~~2018,~~2019, participating securities for the Company include ~~274,624~~210,728 and ~~413,193,~~274,624, respectively, of ~~restricted stock,~~Service Awards (see Note 9), which participate in non-forfeitable distributions. At June 30, ~~2019~~2020 and ~~2018,~~2019, participating securities for the Operating Partnership include ~~400,181~~445,182 and ~~413,193,~~400,181, respectively, of ~~restricted Unit awards~~Service Awards and certain ~~LTIP Units,~~Performance Awards (See Note 9), which participate in non-forfeitable distributions. Under the two class method, participating security holders are allocated income, in proportion to total weighted average shares or Units outstanding, based upon the greater of net income or common stock dividends or Unit distributions declared.

9. Long-Term Compensation

~~Awards of LTIP Units~~

During 2018, the Company modified its stock incentive program to allow for the granting of awards to certain officers, certain employees and directors in the form of LTIP units ("LTIP Units"). An LTIP 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. Generally, LTIP 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 LTIP Units, though receipt of such distributions may be delayed or made contingent on vesting. Once an LTIP Unit has vested and received allocations of book income sufficient to increase the book capital account balance associated with such LTIP Unit (which will initially be zero) to equal, 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 into one share of Common Stock or a cash equivalent, at the Company’s option.

Awards with Performance Measures

During the six months ended June 30, ~~2019,~~2020, the Company granted ~~36,064~~59,263 performance units ("Performance ~~units"~~Units") and ~~166,942 LTIP~~322,477 RLP Units, based on performance-based criteria ("Performance ~~LTIP~~RLP Units" and, together with the Performance ~~units,~~Units, collectively the "Performance Awards") to certain employees, which had a fair value of ~~$2,527~~approximately $7,883 on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. ~~The~~A portion of each Performance ~~Awards vest~~Award vests based upon the ~~relative~~ total shareholder return ("TSR") of the Company's common stock compared to ~~a weighted average~~the TSRs of the FTSE Nareit All Equity Index and the remainder vests based upon the TSR of the ~~MSCI US REIT Index~~Company’s common stock compared to nine other peer industrial real estate companies. The performance periods for such awards are one year, two years and ~~the NAREIT Industrial Index over a performance period of~~ three years. Compensation expense is charged to earnings over the applicable vesting ~~periods~~period for the Performance Awards. At the end of the measuring period, vested Performance ~~units~~Units convert into shares of common stock.

Service Based Awards

For the six months ended June 30, ~~2019,~~2020, the Company awarded ~~87,606~~79,195 shares of restricted stock ~~awards~~units ("Service Units") and ~~112,428 of LTIP~~119,596 RLP Units based on service-based criteria ("Service ~~LTIP~~RLP Units" and together with the Service Units, collectively the "Service Awards") to certain employees and outside directors, which had an aggregate fair value of ~~$6,727~~approximately $8,592 on the date such awards were approved by the Compensation Committee of the Board of Directors. ~~Both the restricted stock awards and~~The Service ~~LTIP Units~~Awards granted to employees ~~were based upon the prior achievement of certain corporate performance goals and will~~ vest ratably over ~~a period of~~ three years based on continued employment. ~~Restricted Stock awards and~~ Service ~~LTIP Units~~Awards granted to outside directors vest after a one ~~year period.~~year. The Operating Partnership issued restricted Unit awards to the Company in the same amount ~~for~~and on substantially the same terms as the restricted stock awards. Compensation expense is charged to earnings over the vesting periods for ~~both the restricted stock/restricted Unit awards and~~ the Service ~~LTIP Units.~~Awards.

Retirement Eligibility

Commencing January 1, 2020, all award agreements issued underlying Performance Awards and Service Awards contain a retirement benefit for employees with at least 10 years of continuous service and are at least 60 years old. For employees that meet the age and service eligibility requirements, their awards are non-forfeitable. As such, during the six months ended June 30, 2020, 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 ~~Restricted Stock/Restricted Unit~~Performance Awards ~~Performance Units~~ and ~~LTIP Units~~Service Awards

We recognized ~~$2,053~~$3,108 and ~~$1,997~~$2,053 for the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~$3,815~~$6,749 and ~~$3,686~~$3,815 for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, in compensation expense related to the amortization of ~~restricted stock or restricted Unit awards,~~the Service Awards and the Performance ~~units,~~Awards. Service Award and ~~LTIP Units. Restricted stock or restricted Unit award,~~ Performance ~~unit and LTIP Unit~~Award amortization capitalized in connection with development activities was $330 and $238 for the three months ended June 30, 2020 and 2019, and $1,312 and $442 for the ~~three and~~ six months ended June 30, ~~2019~~2020 and ~~was not significant for the comparable 2018 periods.~~2019. At June 30, ~~2019,~~2020, we had ~~$13,093~~$18,945 in unrecognized compensation related to unvested ~~restricted stock or restricted Unit awards,~~Service Awards and Performance ~~units and LTIP Units.~~Awards. The weighted average period that the unrecognized compensation is expected to be recognized is ~~1.02 years.~~1.00 year.

10. Derivatives

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.

~~Fair Value Hedges~~

Cash Flow Hedges

During ~~December 2018, in anticipation of issuing long-term debt in~~ the ~~future,~~six months ended June 30, 2020, we entered into ~~two treasury locks~~1, one-year interest rate swap with ~~an aggregate~~a notional value of ~~$100,000~~$150,000 to manage our exposure to changes in the ~~ten-year U.S. Treasury~~one month LIBOR rate (the ~~"2018 Treasury Locks"~~"2020 Swap"). The 2020 Swap, which commenced April 1, 2020, fixes the one month LIBOR rate component on $150,000 of our outstanding balance on our Unsecured Credit Facility at 0.42%. We designated the 2020 Swap as a cash flow hedge.

During ~~April 2019,~~the six months ended June 30, 2020, in anticipation of refinancing our 2014 Term Loan (see Notes 4 and 13), we ~~paid $3,149~~also entered into 3, five-year interest rate swaps with an aggregate notional value of $200,000 to ~~settle~~fix the ~~2018 Treasury Locks with our counterparties.~~one month LIBOR rate (the "2021 Swaps"). The ~~2018 Treasury Locks fixed~~2021 Swaps, which are effective commencing February 1, 2021, fix the ~~ten-year U.S. Treasury~~one month LIBOR rate at ~~a weighted average of 2.93%~~0.99%. We ~~had~~have designated the ~~2018 Treasury Locks~~2021 Swaps as cash flow ~~hedges and will amortize the payment made to our counterparties into interest expense over the 10-year period which corresponds to the term of our newly issued private placement debt (see Note 14).~~hedges.

In connection with the originations of the Unsecured Term Loans (see Note 4), we entered into interest rate swaps to manage our exposure to changes in the one month LIBOR rate. The ~~four~~4 interest rate swaps, which fix the variable rate of the 2014 Unsecured Term Loan, have an aggregate notional value of $200,000, mature on January 29, 2021 and fix the LIBOR rate at a weighted average rate of 2.29% (the "2014 Swaps"). The ~~six~~6 interest rate swaps, which fix the variable rate of the 2015 Unsecured Term Loan, have an aggregate notional value of $260,000, mature on September 12, 2022 and fix the LIBOR rate at a weighted average rate of 1.79% (the "2015 Swaps"). We designated the 2014 Swaps and 2015 Swaps as cash flow hedges.

Our agreements with our derivative counterparties contain certain cross-default provisions ~~where if we default on any of~~that may be triggered in the event that our other indebtedness ~~then we could also be declared~~is in default, ~~on our derivative obligations~~ subject to certain thresholds. As of June 30, ~~2019,~~2020, 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 related to the 2014 Swaps, the 2015 Swaps, the 2020 Swap and the ~~2014~~2021 Swaps which are included in the line item Accounts Payable, Accrued Expenses and Other Liabilities and are accounted for at fair value on a recurring basis as of June 30, ~~2019:~~2020:

Fair Value Measurements:
Description Fair Value
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:
Liabilities:
2014 Swaps $ (1,789 ) —
$ (1,789 ) —
2015 Swaps $ (1,421 ) —
$ (1,421 ) —


			Fair Value Measurements:
Description	Fair Value		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:



Liabilities:
2014 Swaps	$	(2,489)	—	$	(2,489)	—
2015 Swaps	$	(9,531)	—	$	(9,531)	—
2020 Swap	$	(291)	—	$	(291)	—
2021 Swaps	$	(6,852)	—	$	(6,852)	—

There was no ineffectiveness recorded on the 2014 Swaps, ~~and~~ the 2015 Swaps, the 2020 Swap or the 2021 Swaps during the six months ended June 30, ~~2019.~~2020. See Note 7 for more information regarding our derivatives.

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

11. Related Party Transactions

~~During the six months ended June 30, 2019, we recognized fees of $69 from the Joint Venture related to asset management and development services provided to the Joint Venture.~~ At June 30, ~~2019, we had a receivable from the Joint Venture of $46 related to the asset management and development fees. See Note 5 for more information on the Joint Venture.~~

~~At June 30, 2019~~2020 and December 31, ~~2018,~~2019, the Operating Partnership had receivable balances of ~~$10,059~~$9,617 and ~~$10,118,~~$10,031, respectively, from a direct wholly-owned subsidiary of the Company.

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 ~~propertie~~s,properties, we have entered into agreements with general contractors for the construction of industrial properties. At June 30, ~~2019,~~2020, we h~~ad 14~~had six industrial properties totaling approximately ~~4.5~~1.0 million square feet of GLA under construction. The estimated total investment as of June 30, ~~2019~~2020 is approximately ~~$336,500.~~$94,700. Of this amount, approximately ~~$188,400~~$53,600 remains to be funded. There can be no assurance that the actual completion cost will not exceed the estimated total investment.

13. ~~Leases~~

~~Lessee Disclosures~~

We are a lessee on a limited number of ground and office leases (the "Operating Leases"). Our office leases have remaining lease terms of less than one year to seven years and our ground leases have remaining terms of 35 years to 52 years. For the six months ended June 30, 2019, we recognized $927 of operating lease expense, inclusive of short-term and variable lease costs which are not significant.

~~The following is a schedule of the maturities of operating lease liabilities for the next five years as of June 30, 2019, and thereafter:~~

Remainder of 2019 $ 792
2020 1,536
2021 1,503
2022 1,465
2023 1,329
Thereafter 29,025
Total Lease Payments 35,650
Less Imputed Interest ^(A)
23,365
Total $ 12,285

^(A)~~Calculated using the discount rate for each lease.~~

~~As of June 30, 2019, our weighted average remaining lease term for the Operating Leases is 34.3 years and the weighted average discount rate is 7.4%.~~

~~Future minimum rental payments for the Operating Leases as of December 31, 2018 are as follows:~~

2019 $ 1,464
2020 1,536
2021 1,503
2022 1,465
2023 1,329
Thereafter 29,025
Total $ 36,322

A number of the Operating Leases include options to extend the lease term. For purposes of determining our lease term, we excluded periods covered by an option since it was not reasonably certain at lease commencement that we would exercise.

~~Lessor Disclosures~~

Our properties and certain land parcels are leased to tenants and classified as operating leases. Future minimum rental receipts, excluding variable payments and tenant reimbursements of expenses, under non-cancelable operating leases executed as of June 30, 2019 are approximately as follows:

Remainder of 2019 $ 161,684
2020 322,411
2021 282,344
2022 240,517
2023 201,543
Thereafter 573,652
Total $ 1,782,151

~~Future minimum rental receipts, excluding tenant reimbursements of expenses, under non-cancelable operating leases executed as of December 31, 2018 were approximately as follows:~~

2019 $ 305,689
2020 288,817
2021 244,743
2022 205,097
2023 169,243
Thereafter 451,151
Total $ 1,664,740

Several of our operating leases include options to extend the lease term. For purposes of determining the lease term, we exclude these option periods unless it is reasonably certain at lease commencement that the option will be exercised. Also, four leases include options that grant the lessee a right to purchase the property at various times at appraised fair market value or at a fixed price. For purposes of determining lease term, we exclude the impact of a purchase option unless it is reasonably certain at lease commencement that the lessee will exercise the option.

~~14.~~ Subsequent Events

From July 1, ~~2019~~2020 to July ~~26, 2019,~~24, 2020, we acquired ~~three~~1 industrial ~~properties and two land parcels~~property for ~~an aggregate~~a purchase price of ~~approximately $31,676, excluding transaction costs. In addition, we sold one industrial property and one land parcel for approximately $6,244,~~$6,100, excluding transaction costs.

On July ~~23, 2019, the Operating Partnership issued $150,000 of 3.97% Series E Guaranteed Senior Notes due July 23, 2029 (the "2029 II Private Placement Notes") in a private placement pursuant to~~7, 2020, we entered into a Note and Guaranty Agreement ~~dated May 16, 2019.~~to sell up to $100,000 of 2.74% Series F Guaranteed Senior Notes due September 17, 2030 (the “2030 II Private Placement Notes”) and up to $200,000 of 2.84% Series G Guaranteed Senior Notes due September 17, 2032 (the “2032 Private Placement Notes”) issued by the Operating Partnership in a private placement. The ~~2029~~issuance and sale of the 2030 II Private Placement Notes ~~are unsecured obligations of~~and the ~~Operating Partnership that are fully~~2032 Private Placement Notes is anticipated to occur on or about September 17, 2020. Upon issuance, the 2030 II Private Placement Notes and ~~unconditionally guaranteed by~~ the ~~Company and~~2032 Private Placement Notes will require semi-annual interest ~~payments.~~payments with principal due on September 17, 2030, with respect to the 2030 II Private Placements Notes, and September 17, 2032, with respect to the 2032 Private Placement Notes.

On July 15, 2020, we entered into a $200,000 unsecured term loan (the "2020 Unsecured Term Loan"). The 2020 Unsecured Term Loan was used to repay the 2014 Unsecured Term Loan that was previously scheduled to mature in January 2021. The 2020 Unsecured Term Loan allows us to request incremental term loans in an aggregate amount equal to $100,000 and provides for interest-only payments initially at LIBOR plus 150 basis points. The rate is subject to adjust based on our investment grade rating. As noted in Note 10, we entered into the 2021 Swaps to effectively convert the rate applicable under the 2020 Unsecured Term Loan to a fixed interest rate of approximately 2.49% per annum based on the current LIBOR spread beginning in February 2021. The 2020 Unsecured Term Loan matures on July 15, 2021; however, we have two, one-year extension options at our election, subject to the satisfaction of certain conditions.

As previously disclosed, on June 29, 2020, Bruce W. Duncan, the Chairman of the Board of Directors of the Company, announced his retirement from the Board of Directors. The effective date of Mr. Duncan’s retirement was July 15, 2020. Matthew S. Dominski, who has served as a First Industrial director since 2010, has been appointed to the role of chairman of the board.



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.

Important factors that we think could cause our actual results to differ materially from expected results are summarized below. One of the most significant factors, however, is the ongoing impact of the current outbreak of the novel coronavirus (COVID-19), on the U.S., regional and global economies and the broader financial markets. The outbreak of COVID-19 has also impacted, and is likely to continue to impact, directly or indirectly, many of the other important factors below.

New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In particular, it is difficult to fully assess the impact of COVID-19 at this time due to, among other factors, uncertainty regarding the severity and duration of the outbreak domestically and internationally and the effectiveness of federal, state and local governments’ efforts to contain the spread of COVID-19 and respond to its direct and indirect impact on the U.S. economy and economic activity.

Factors which could have a materially adverse effect on our operations and future prospects include, but are not limited to:

•changes in national, international, regional and local economic conditions generally and real estate markets specifically;

•changes in legislation/regulation (including changes to laws governing the taxation of real estate investment trusts) and actions of regulatory authorities;

•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;

~~changes in~~•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;

~~difficulties in identifying and consummating acquisitions and dispositions;~~•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;

~~changes~~•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 ~~general accounting principles, policies~~joint ventures, including our lack of sole decision-making authority; and ~~guidelines applicable to real estate investment trusts; 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, ~~2018~~2019 as well as those risks and uncertainties discussed from time to time in our other Exchange Act reports and in our other public filings with the Securities and Exchange Commission (the "SEC").

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

General

The Company is a self-administered and fully integrated real estate company which owns, manages, acquires, sells, develops and redevelops industrial real estate. The Company is a Maryland corporation organized on August 10, 1993 and a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code").

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%~~97.9% ownership interest ("General Partner Units") at June 30, ~~2019.~~2020. The Operating Partnership also conducts operations through eight 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%~~2.1% at June 30, ~~2019~~2020 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 units of the Operating Partnership and/or recipients of ~~LTIP~~RLP Units of the Operating Partnership (see Note 6) pursuant to the Company's stock incentive plan.

We also own a 49% equity interest in, and provide various services to, a joint venture (the "Joint Venture") through a wholly-owned TRS of the Operating Partnership. The Joint Venture is accounted for under the equity method of accounting. The operating data of the Joint Venture is not consolidated with that of the Operating Partnership or the Company as presented herein. See Note 5 to the ~~Consolidated Financial Statements~~consolidated financial statements for more information related to the Joint Venture.

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. You may also read and copy any document filed at the public reference facilities of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information about the public reference facilities. These documents also may be accessed through the SEC's Interactive Data Electronic Application via the SEC's home page on the Internet (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. Please direct requests as follows:

First Industrial Realty Trust, Inc.

1 N. Wacker Drive, Suite 4200

Chicago, IL 60606

Attention: Investor Relations

Management's Overview

We believe our financial condition and results of operations are, primarily, a function of our performance in four key areas: leasing of industrial properties, acquisition and development of additional industrial properties, disposition of industrial properties and access to external capital.

We generate revenue primarily from rental income and tenant recoveries from operating leases of our industrial properties. Such revenue is offset by certain property specific operating expenses, such as real estate taxes, repairs and maintenance, property management, utilities and insurance expenses, along with certain other costs and expenses, such as depreciation and amortization costs and general and administrative and interest expenses. Our revenue growth is dependent, in part, on our ability to: (i) increase rental income, through increasing either or both occupancy rates and rental rates at our properties; (ii) maximize tenant recoveries; and (iii) minimize operating and certain other expenses. Revenues generated from our leases are a significant source of funds, in addition to income generated from gains on the sale of our properties (as discussed below), for our liquidity. The leasing of property, in general, and occupancy rates, rental rates, operating expenses and certain non-operating expenses, in particular, are impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The leasing of property also entails various risks, including the risk of tenant default. If we were unable to maintain or increase occupancy rates and rental rates at our properties or to maintain tenant recoveries and operating and certain other expenses consistent with historical levels and proportions, our revenue would decline. Further, if a significant number of our tenants were unable to pay rent (including tenant recoveries) or if we were unable to rent our properties on favorable terms, our financial condition, results of operations, cash flow and ability to make distributions to our stockholders and Unitholders, the market price of the Company's common stock and the market value of the Units would be adversely affected.

Our revenue growth is also dependent, in part, on our ability to acquire existing and develop new industrial properties on favorable terms. We seek to identify opportunities to acquire existing industrial properties on favorable terms, and, when conditions permit, also seek to acquire and develop new industrial properties on favorable terms. Existing properties, as they are acquired, and acquired and developed properties, as they are leased, generate revenue from rental income, tenant recoveries and fees, which, as discussed above, are sources of funds for our distributions to our stockholders and Unitholders. The acquisition and development of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The acquisition and development of properties also entails various risks, including the risk that our investments may not perform as expected. For example, acquired existing and acquired and developed new properties may not sustain and/or achieve anticipated occupancy and rental rate levels. With respect to acquired and developed new properties, we may not be able to complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing the properties. Also, we face significant competition for attractive acquisition and development opportunities from other well-capitalized real estate investors, including publicly-traded REITs and private investors. Further, as discussed below, we may not be able to finance the acquisition and development opportunities we identify. If we were unable to acquire and develop sufficient additional properties on favorable terms, or if such investments did not perform as expected, our revenue growth would be limited and our financial condition, results of operations, cash flow and ability to make distributions to our stockholders and Unitholders, the market price of the Company's common stock and the market value of the Units would be adversely affected.

We also generate income from the sale of our properties (including existing buildings, buildings which we have developed or re-developed on a merchant basis and land). The gain or loss on, and fees from, the sale of such properties are included in our income and can be a significant source of funds, in addition to revenues generated from rental income and tenant recoveries. Proceeds from sales are used to repay outstanding debt and, market conditions permitting, may be used to fund the acquisition of existing industrial properties, and the acquisition and development of new industrial properties. The sale of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The sale of properties also entails various risks, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. Further, our ability to sell properties is limited by safe harbor rules applying to REITs under the Code which relate to the number of properties that may be disposed of in a year, their tax bases and the cost of improvements made to the properties, along with other tests which enable a REIT to avoid punitive taxation on the sale of assets. If we are unable to sell properties on favorable terms, our income growth would be limited and our financial condition, results of operations, cash flow and ability to make distributions to our stockholders and Unitholders, the market price of the Company's common stock and the market value of the Units could be adversely affected.

We utilize a portion of the net sales proceeds from property sales, borrowings under our unsecured credit facility (the "Unsecured Credit Facility") and proceeds from the issuance, when and as warranted, of additional debt and equity securities to refinance debt and finance future acquisitions and developments. Access to external capital on favorable terms plays a key role in our financial condition and results of operations, as it impacts our cost of capital and our ability and cost to refinance existing indebtedness as it matures and our ability to fund acquisitions and developments. Our ability to access external capital on favorable terms is dependent on various factors, including general market conditions, interest rates, credit ratings on our debt, the market's perception of our growth potential, our current and potential future earnings and cash distributions and the market price of the Company's common stock. If we were unable to access external capital on favorable terms, our financial condition, results of operations, cash flow and ability to make distributions to our stockholders and Unitholders, the market price of the Company's common stock and the market value of the Units could be adversely affected.

Impact of COVID-19

The following discussion is intended to provide stockholders with certain information regarding the impacts of the COVID-19 pandemic on our business and management’s efforts to respond to those impacts. While our results for the first half of 2020 were in line with our expectations, the COVID-19 pandemic and the significant and wide-ranging response of international, federal, state and local public health and governmental authorities in regions across the United States and the world, including quarantines, “stay-at-home” orders and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations, and the volatile economic, business and financial market conditions resulting therefrom, could negatively impact our results of operations during the remainder of 2020 and in future periods. Further discussion of the potential risks facing our business from the COVID-19 pandemic is provided below under Part II, Item 1A - Risk Factors.

•As of July 22, 2020, our monthly rental billing collection rates for the second quarter and July 2020 is 98% and 97%, respectively. Such collection rates may not be indicative of collections in any future period.

•During the six months ended June 30, 2020, we granted rent deferral requests totaling $0.7 million to 14 different tenants at our properties. All of these deferral requests require full repayment by December 31, 2020 and do not impact revenue recognition.

•During the six months ended June 30, 2020, we recognized bad debt expense of $0.8 million relating to cash rents and $1.4 million relating to deferred rent receivables for which our assessment that full collection of future contractual lease payments is no longer probable.

We have taken a number of proactive measures to maintain the strength of our business and manage the impact of COVID-19 on our operations and liquidity, including the following:

•The health and safety of our employees and their families is a top priority. We have adapted our operations to protect employees, including enabling our IT systems so that employees can work remotely. At June 30, 2020, approximately 60% of our employees continue to work remotely on a full or part time basis.

•We have a $200.0 million term loan maturing in January 2021 and approximately $63 million of mortgage debt maturing in October 2021. During July 2020, we entered into a new 2020 Unsecured Term Loan agreement for $200.0 million and repaid this maturing term loan (See Subsequent Events). As of July 24, 2020, we have approximately $50 million in cash and cash equivalents and $404.1 million available under our Unsecured Credit Facility. Additionally, during July 2020, we entered into a Note and Guaranty Agreement to sell up to $300.0 million of private placement notes. We anticipate funding of the private placement notes on or about September 17, 2020 (See Subsequent Events). Our Unsecured Credit Facility matures in October 2021; however, it is extendable for one year, at our option, which enables us to extend this maturity to October 2022.

•We have suspended all new speculative vertical development projects for the foreseeable future other than completing development and redevelopment properties that were in progress as of March 31, 2020 and expenditures required to obtain permits and other horizontal construction work; however, because we entered into a lease in July 2020 with a tenant for a 0.2 million square foot build-to-suit development project in the Inland Empire with an estimated total investment cost of approximately $22.4 million (“New BTS Project”), we are commencing with construction of the New BTS Project. Our total projected costs to complete construction and stabilize the developments and redevelopments under construction (including the New BTS Project), developments that are complete but not fully funded as well as to complete ongoing permitting and other planned horizontal construction work at one of our land sites, is approximately $73 million for the remainder of 2020 and approximately $44 million for 2021 and beyond.

Summary of Significant Transactions During the Six Months Ended June 30, ~~2019~~2020

During the six months ended June 30, ~~2019,~~2020, we completed the following significant real estate transactions and financing activities:

•We acquired ~~four~~six industrial properties comprised of approximately ~~0.3~~0.9 million square feet of GLA located in ~~our Chicago, Denver,~~the Baltimore, Los Angeles and ~~Southern~~Northern California markets for aan aggregate purchase price of ~~$28.4~~$106.8 million, excluding transactions costs.

•We acquired ~~100~~approximately 82.1 acres of land for development located in ~~our Phoenix,~~the Miami and Southern California ~~and Dallas~~ markets, for an aggregate purchase price of ~~$20.2~~$54.4 million, excluding transaction costs. ~~Included in the 100 acres is 39 acres we purchased from our Joint Venture.~~

•We sold ~~two~~12 industrial properties ~~comprised of~~comprising approximately ~~0.1~~0.4 million square feet of GLA for gross sales proceeds of ~~$12.1~~$41.1 million.

~~The Joint Venture sold 236 acres~~•We leased 100% of ~~land (including~~a 0.6 million square foot development forward in Baltimore that was acquired during the ~~39 acres we purchased~~three months ended March 31, 2020.

•We entered into distribution agreements with certain sales agents to sell up to 14 million shares of our common stock, for up to $500 million aggregate gross sales proceeds, from ~~the Joint Venture) for an aggregate purchase price of $57.2 million.~~time to time in “at-the-market” (“ATM”) offerings, which replaced our prior ATM program established in 2017.

•We paid off ~~$72.1~~$15.1 million in mortgage loans payable.

•We declared first and second quarter cash dividends of ~~$0.23~~$0.25 per common share or Unit per quarter, an increase of ~~5.7%~~8.7% from the ~~2018~~2019 quarterly rate.

Results of Operations

The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the three and six months ended June 30, ~~2019~~2020 and ~~2018.~~2019. Same store properties are properties owned prior to January 1, ~~2018~~2019 and held as an in-service property through June 30, ~~2019~~2020 and developments and redevelopments that were placed in service prior to January 1, ~~2018.~~2019. 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 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 occupancy ~~(generally defined~~(defined as 90% occupied), or b) one year subsequent to acquisition or 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, ~~2017~~2018 and held as an operating property through June 30, ~~2019.~~2020. Sold properties are properties that were sold subsequent to December 31, ~~2017.~~2018. (Re)Developments include developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, ~~2018;~~2019; or b) stabilized prior to January 1, ~~2018.~~2019. 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.

During the six months ended June 30, 2018, one industrial property, comprising approximately 0.1 million square feet of GLA, was taken out of service for redevelopment. As a result of taking this industrial property out of service, the results of operations attributable to such property were reclassified from the same store property classification to the re(development) classification. During the year ended December 31, 2018, we completed the redevelopment of this property and the property is 100% occupied. This property will return to the same store classification in the first quarter of 2020.

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

Comparison of Six Months Ended June 30, ~~2019~~2020 to Six Months Ended June 30, ~~2018~~2019

Our net income was ~~$65.1~~$78.0 million and ~~$83.9~~$65.1 million for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively.

For the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, the average daily occupancy rate of our same store properties was ~~96.9%~~97.3% and ~~97.1%~~97.5%, respectively.

Six Months Ended June 30,
2019 2018 $ Change % Change
($ in 000's)
REVENUES
Same Store Properties $ 189,753
$ 183,252
$ 6,501
3.5 %
Acquired Properties 3,572
911
2,661
292.1 %
Sold Properties 535
7,765
(7,230 ) (93.1 )%
(Re)Developments 13,408
1,740
11,668
670.6 %
Other 1,368
1,035
333
32.2 %
Real Estate Tax Reimbursement ^(A)
—
3,748
(3,748 ) (100.0 )%
Provision for Bad Debt ^(B)
—
165
(165 ) (100.0 )%
Total Revenues $ 208,636
$ 198,616
$ 10,020
5.0 %

^(A) Prior to the adoption of ASU 2016-02 on January 1, 2019, we included reimbursement revenue related to real estate taxes that were paid directly by certain tenants to the taxing authorities in revenues. There was a corresponding expense amount included in property expenses related to this reimbursement income. To facilitate the comparison in the above table, the reimbursement of these amounts, as well as the corresponding expense in the Property Expense table below, for the six months ended June 30, 2018 has been removed from the affected categories and shown separately.

^(B) Prior to the adoption of ASU 2016-02, credit losses on lease receivables were included in property expenses. ASU 2016-02 requires credit losses on lease receivables to be netted with lease revenue. To facilitate the comparison in the above table, the provision for bad debt for the six months ended June 30, 2018 has been removed from the affected categories and shown separately.


	Six Months Ended June 30,
	2020		2019		$ Change		% Change
	($ in 000's)
REVENUES
Same Store Properties	$	191,621	$	187,648	$	3,973	2.1	%
Acquired Properties	2,484		144		2,340		1,625.0	%
Sold Properties	3,058		17,584		(14,526)		(82.6)	%
(Re)Developments	17,760		939		16,821		1,791.4	%
Other	4,622		2,321		2,301		99.1	%


Total Revenues	$	219,545	$	208,636	$	10,909	5.2	%

Revenues from same store properties increased ~~$6.5~~$4.0 million primarily due to an increase in rental rates, ~~as well as~~offset by an increase in reserves taken on tenant ~~recoveries, slightly offset by~~accounts receivable and deferred rent receivable amounts for tenants due to our assessment that full collection of future contractual lease payments is no longer probable and a decrease in occupancy. Revenues from acquired properties increased ~~$2.7~~$2.3 million due to the 1415 industrial properties acquired subsequent to December 31, ~~2017~~2018 totaling approximately ~~1.3~~1.4 million square feet of GLA. Revenues from sold properties decreased ~~$7.2~~$14.5 million due to the 5552 industrial properties sold subsequent to December 31, ~~2017~~2018 totaling approximately ~~2.7~~6.3 million square feet of GLA. Revenues from (re)developments increased ~~$11.7~~$16.8 million due to an increase in ~~occupancy.~~occupancy and other revenue of $1.1 million related to a final insurance settlement for a property that was destroyed by fire in 2016. Revenues from other increased ~~$0.3~~$2.3 million primarily due to ~~an increase in maintenance service revenue.~~

Six Months Ended June 30,
2019 2018 $ Change % Change
($ in 000's)
PROPERTY EXPENSES
Same Store Properties $ 48,822
$ 46,638
$ 2,184
4.7 %
Acquired Properties 1,616
360
1,256
348.9 %
Sold Properties 74
2,555
(2,481 ) (97.1 )%
(Re)Developments 3,243
1,462
1,781
121.8 %
Other 3,792
3,036
756
24.9 %
Real Estate Tax Expense ^(A)
—
3,748
(3,748 ) (100.0 )%
Provision for Bad Debt ^(B)
—
165
(165 ) (100.0 )%
Total Property Expenses $ 57,547
$ 57,964
$ (417 ) (0.7 )%

^(A) ~~Prior to~~ the ~~adoption ASU 2016-02 on January 1, 2019, we included real estate expenses~~acquisition of partially occupied properties during 2018 that were ~~paid directly by certain tenants to the taxing authorities within property expenses. There was a corresponding reimbursement amount~~not yet stabilized at December 31, 2018 and therefore are not yet included in ~~revenues related to this reimbursement income. To facilitate~~ the ~~comparison in the above table, real estate taxes,~~same store pool as well as the ~~corresponding reimbursement income~~acquisition of a land site during 2019 for which we intend to develop industrial buildings in the ~~preceding table, for the six months ended June 30, 2018 have been removed from the affected categories~~future but currently we are leasing to tenants and ~~shown separately.~~collecting ground lease rent.


	Six Months Ended June 30,
	2020		2019		$ Change		% Change
	($ in 000's)
PROPERTY EXPENSES
Same Store Properties	$	46,128	$	46,921	$	(793)	(1.7)	%
Acquired Properties	805		194		611		314.9	%
Sold Properties	848		5,117		(4,269)		(83.4)	%
(Re)Developments	4,262		862		3,400		394.4	%
Other	5,089		4,453		636		14.3	%


Total Property Expenses	$	57,132	$	57,547	$	(415)	(0.7)	%

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties ~~increased $2.2~~decreased $0.8 million primarily due to a decrease in repairs and maintenance and snow removal costs, offset by an increase in real estate ~~taxes.~~taxes and insurance. Property expenses from acquired properties increased ~~$1.3~~$0.6 million due to properties acquired subsequent to December 31, ~~2017.~~2018. Property expenses from sold properties decreased ~~$2.5~~$4.3 million due to properties sold subsequent to December 31, ~~2017.~~2018. Property expenses from (re)developments increased ~~$1.8~~$3.4 million primarily due to the substantial completion of developments. Property expenses from other increased ~~$0.8~~by $0.6 million due to an increase in ~~certain maintenance service expenses as well as~~real estate tax expense on developable land and certain miscellaneous expenses, offset by a decrease in maintenance company expenses.

General and administrative expense ~~decreased~~increased by ~~$1.3~~$3.9 million, or ~~8.8%~~28.7% primarily due to ~~$1.3 million of~~ severance expense ~~that was~~($0.9 million) associated with the closing of our Indianapolis regional office during the six months ended June 30, 2020, accelerated stock based compensation expense ($0.3 million) incurred during the six months ended June 30, ~~2018.~~

~~The impairment charge for~~2020 related to a new retirement benefit that results in awards becoming non-forfeitable upon grant to qualifying employees as well as an increase in incentive compensation during the six months ended June 30, ~~2018 of $2.8 million is due~~2020 as compared to ~~marketing a property and a land parcel for sale and our assessment of~~ the ~~likelihood of potential sales transaction.~~six months ended June 30, 2019.


	Six Months Ended June 30,										Six Months Ended June 30,
	2019		2018		$ Change			% Change			2020		2019		$ Change		% Change
	($ in 000's)										($ in 000's)
DEPRECIATION AND OTHER AMORTIZATION										DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	51,839	$	52,440	$	(601	)	(1.1	)%	Same Store Properties	$	52,674	$	52,537	$	137	0.3	%
Acquired Properties	2,276		826		1,450			175.5	%	Acquired Properties	1,934		135		1,799		1,332.6	%
Sold Properties	127		2,127		(2,000		)	(94.0	)%	Sold Properties	160		4,534		(4,374)		(96.5)	%
(Re) Developments	5,136		1,106		4,030			364.4	%	(Re) Developments	6,442		1,211		5,231		432.0	%
Corporate Furniture, Fixtures and Equipment and Other	451		452		(1		)	(0.2	)%	Corporate Furniture, Fixtures and Equipment and Other	1,953		1,412		541		38.3	%
Total Depreciation and Other Amortization	$	59,829	$	56,951	$	2,878		5.1	%	Total Depreciation and Other Amortization	$	63,163	$	59,829	$	3,334	5.6	%

Depreciation and other amortization from same store properties remained relatively unchanged. Depreciation and other amortization from acquired properties increased ~~$1.5~~$1.8 million due to properties acquired subsequent to December 31, ~~2017.~~2018. Depreciation and other amortization from sold properties decreased ~~$2.0~~$4.4 million due to properties sold subsequent to December 31, ~~2017.~~2018. Depreciation and other amortization from (re)developments increased ~~$4.0~~$5.2 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 $0.5 million primarily due to depreciation related to properties acquired during 2018 that were not yet stabilized at December 31, 2018 and therefore are not yet included in the same store pool.

For the six months ended June 30, 2020, we recognized $23.1 million of gain on sale of real estate related to the sale of 12 industrial properties comprised of approximately 0.4 million square feet of GLA. For the six months ended June 30, 2019, we recognized $0.9 million of gain on sale of real estate related to the sale of two industrial properties comprised of approximately 0.1 million square feet of GLA. For the six months ended June 30, 2018, we recognized $45.2 million of gain on sale of real estate related to the sale of 30 industrial properties comprising approximately 1.3 million square feet of GLA.

Interest expense remained relatively ~~unchanged. However,~~unchanged; however, the small decrease was caused by a decrease in the weighted average interest rate for the six months ended June 30, ~~2019 (4.12%~~2020 (3.64%) as compared to the six months ended June 30, ~~2018 (4.25%~~2019 (4.12%), and ~~a decrease~~an increase in capitalized interest of $1.1 million caused by an increase in development costs eligible for capitalization during the six months ended June 30, 2020 as compared to the six months ended June 30, 2019, substantially offset by an increase in the weighted average debt balance outstanding for the six months ended June 30, ~~2019~~2020 ($~~1,342.5~~1,578.8 million) as compared to the six months ended June 30, ~~2018~~2019 ($~~1,361.5~~1,342.5 million) substantially offset by a decrease in capitalized interest of $1.0 million caused by a decrease in development costs eligible for capitalization during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018..

Amortization of debt issuance costs remained relatively unchanged.

~~For~~Equity in loss of Joint Venture for the six months ended June 30, 2018, we recognized a loss from retirement of debt of $0.04 million due to the early payoff of certain mortgage loans which resulted in the write-off of unamortized debt issuance costs partially offset by the write off of an unamortized premium.

2020 was not significant. Equity in income of Joint Venture for the six months ended June 30, 2019 of $16.4 million includes our pro-rata share of gain related to ~~the~~a sale of ~~real estate from~~land by the Joint Venture and $4.9 million of accrued incentive fees.

Income tax expense ~~increased~~decreased by ~~$2.9~~$3.0 million, or ~~1,406.2%~~95.4%, during the six months ended June 30, ~~2019~~2020 as compared to the six months ended June 30, ~~2018~~2019, primarily due to ~~an increase~~a decrease in our pro-rata share of gain from the sale of ~~real estate from~~land by the Joint Venture as well as accrued incentive fees we earned from the Joint Venture.

Comparison of Three Months Ended June 30, ~~2019~~2020 to Three Months Ended June 30, ~~2018~~2019

Our net income was ~~$40.7~~$36.4 million and ~~$46.4~~$40.7 million for the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively.

For the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, the average daily occupancy rate of our same store properties was ~~96.7%~~97.2% and ~~97.0%~~97.5%, respectively.

Three Months Ended June 30,
2019 2018 $ Change % Change
($ in 000's)
REVENUES
Same Store Properties $ 94,286
$ 91,401
$ 2,885
3.2 %
Acquired Properties 2,062
772
1,290
167.1 %
Sold Properties 33
3,163
(3,130 ) (99.0 )%
(Re)Developments 7,169
998
6,171
618.3 %
Other 545
572
(27 ) (4.7 )%
Real Estate Tax Reimbursement ^(A)
—
1,862
(1,862 ) (100.0 )%
Provision for Bad Debt ^(B)
—
77
(77 ) (100.0 )%
Total Revenues $ 104,095
$ 98,845
$ 5,250
5.3 %

^(A) Prior to the adoption of ASU 2016-02 on January 1, 2019, we included reimbursement revenue related to real estate taxes that were paid directly by certain tenants to the taxing authorities in revenues. There was a corresponding expense amount included in property expenses related to this reimbursement income. To facilitate the comparison in the above table, the reimbursement of these amounts, as well as the corresponding expense in the Property Expense table below, for the three months ended June 30, 2018 has been removed from the affected categories and shown separately.

^(B) Prior to the adoption of ASU 2016-02, credit losses on lease receivables were included in property expenses. ASU 2016-02 requires credit losses on lease receivables to be netted with lease revenue. To facilitate the comparison in the above table, the provision for bad debt for the three months ended June 30, 2018 has been removed from the affected categories and shown separately.


	Three Months Ended June 30,
	2020		2019		$ Change		% Change
	($ in 000's)
REVENUES
Same Store Properties	$	95,602	$	93,374	$	2,228	2.4	%
Acquired Properties	1,441		144		1,297		900.7	%
Sold Properties	1,235		8,451		(7,216)		(85.4)	%
(Re)Developments	8,603		891		7,712		865.5	%
Other	2,321		1,235		1,086		87.9	%


Total Revenues	$	109,202	$	104,095	$	5,107	4.9	%

Revenues from same store properties increased ~~$2.9~~$2.2 million primarily due to an increase in rental rates, ~~as well as~~offset by an increase in reserves taken on tenant ~~recoveries, slightly offset by~~accounts receivable and deferred rent receivable amounts for tenants in which our assessment that full collection of future contractual lease payments is no longer probable and a decrease in occupancy. Revenues from acquired properties increased $1.3 million due to the 1415 industrial properties acquired subsequent to December 31, ~~2017~~2018 totaling approximately ~~1.3~~1.4 million square feet of GLA. Revenues from sold properties decreased ~~$3.1~~$7.2 million due to the 5552 industrial properties sold subsequent to December 31, ~~2017~~2018 totaling approximately ~~2.7~~6.3 million square feet of GLA. Revenues from (re)developments increased ~~$6.2~~$7.7 million due to an increase in occupancy. Revenues from other ~~remained relatively unchanged.~~

Three Months Ended June 30,
2019 2018 $ Change % Change
($ in 000's)
PROPERTY EXPENSES
Same Store Properties $ 23,450
$ 22,871
$ 579
2.5 %
Acquired Properties 874
313
561
179.2 %
Sold Properties 11
1,060
(1,049 ) (99.0 )%
(Re)Developments 1,514
911
603
66.2 %
Other 1,530
1,459
71
4.9 %
Real Estate Tax Expense ^(A)
—
1,862
(1,862 ) (100.0 )%
Provision for Bad Debt ^(B)
—
77
(77 ) (100.0 )%
Total Property Expenses $ 27,379
$ 28,553
$ (1,174 ) (4.1 )%

^(A) ~~Prior~~increased $1.1 million primarily due to the ~~adoption ASU 2016-02 on January 1, 2019, we included real estate expenses~~acquisition of partially occupied properties during 2018 that were ~~paid directly by certain tenants to the taxing authorities within property expenses. There was a corresponding reimbursement amount~~not yet stabilized at December 31, 2018 and therefore are not yet included in ~~revenues related to this reimbursement income. To facilitate~~ the ~~comparison in the above table, real estate taxes,~~same store pool as well as the ~~corresponding reimbursement income~~acquisition of a land site during 2019 for which we intend to develop industrial buildings in the ~~preceding table, for the three months ended June 30, 2018 have been removed from the affected categories~~future, but currently we are leasing to tenants and ~~shown separately.~~collecting ground lease rent.

^(B) Prior to the adoption of ASU 2016-02, credit losses on lease receivables were included in property expenses. ASU 2016-02 requires credit losses on lease receivables to be netted with lease revenue. To facilitate the comparison in the above table, the provision for bad debt for the three months ended June 30, 2018 has been removed from the affected categories and shown separately.


	Three Months Ended June 30,
	2020		2019		$ Change		% Change
	($ in 000's)
PROPERTY EXPENSES
Same Store Properties	$	22,690	$	22,608	$	82	0.4	%
Acquired Properties	452		143		309		216.1	%
Sold Properties	328		2,407		(2,079)		(86.4)	%
(Re)Developments	2,161		335		1,826		545.1	%
Other	2,420		1,886		534		28.3	%


Total Property Expenses	$	28,051	$	27,379	$	672	2.5	%

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties remained relatively unchanged; however, property expenses increased ~~$0.6 million primarily~~ due to ~~an increase~~increases in real estate ~~taxes.~~taxes and insurance, substantially offset by a decrease in repairs and maintenance. Property expenses from acquired properties increased ~~$0.6~~$0.3 million due to properties acquired subsequent to December 31, ~~2017.~~2018. Property expenses from sold properties decreased ~~$1.0~~$2.1 million due to properties sold subsequent to December 31, ~~2017.~~2018. Property expenses from (re)developments increased ~~$0.6~~$1.8 million primarily due to the substantial completion of developments. Property expenses from other ~~remained relatively unchanged.~~increased by $0.5 million due to an increase in real estate tax expense on developable land and certain miscellaneous expenses, offset by a decrease in maintenance company expenses.

General and administrative expense ~~remained relatively unchanged.~~increased by $1.5 million, or 21.4% primarily due to an increase in incentive compensation during the three months ended June 30, 2020 as compared to the three months ended June 30, 2019.

Three Months Ended June 30,
2019 2018 $ Change % Change
($ in 000's)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties $ 25,791
$ 26,151
$ (360 ) (1.4 )%
Acquired Properties 1,114
763
351
46.0 %
Sold Properties —
777
(777 ) (100.0 )%
(Re) Developments 2,658
718
1,940
270.2 %
Corporate Furniture, Fixtures and Equipment and Other 211
227
(16 ) (7.0 )%
Total Depreciation and Other Amortization $ 29,774
$ 28,636
$ 1,138
4.0 %


	Three Months Ended June 30,
	2020		2019		$ Change		% Change
	($ in 000's)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	26,722	$	26,268	$	454	1.7	%
Acquired Properties	1,196		88		1,108		1,259.1	%
Sold Properties	—		2,193		(2,193)		(100.0)	%
(Re) Developments	3,339		575		2,764		480.7	%
Corporate Furniture, Fixtures and Equipment and Other	975		650		325		50.0	%
Total Depreciation and Other Amortization	$	32,232	$	29,774	$	2,458	8.3	%

Depreciation and other amortization from same store properties remained relatively unchanged. Depreciation and other amortization from acquired properties increased ~~$0.4~~$1.1 million due to properties acquired subsequent to December 31, ~~2017.~~2018. Depreciation and other amortization from sold properties decreased ~~$0.8~~$2.2 million due to properties sold subsequent to December 31, ~~2017.~~2018. Depreciation and other amortization from (re)developments increased ~~$1.9~~$2.8 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 $0.3 million primarily due to depreciation related to properties acquired during 2018 that were not yet stabilized at December 31, 2018 and therefore are not yet included in the same store pool.

For the three months ended June 30, 2020, we recognized $9.1 million of gain on sale of real estate related to the sale of three industrial properties comprised of approximately 0.2 million square feet of GLA. For the three months ended June 30, 2019, we recognized $1.1 million of gain on sale of real estate related to the sale of one industrial property comprised of approximately 0.01 million square feet of GLA. For the three months ended June 30, 2018, we recognized $25.1 million of gain on sale of real estate related to the sale of 22 industrial properties comprising approximately 0.8 million square feet of GLA.

Interest expense remained relatively ~~unchanged. However,~~unchanged; however, the small decrease was caused by a decrease in the weighted average interest rate for the three months ended June 30, ~~2019 (4.02%~~2020 (3.48%) as compared to the three months ended June 30, ~~2018 (4.23%~~2019 (4.02%)~~, partially~~ and an increase in capitalized interest of $0.5 million caused by an increase in development costs eligible for capitalization during the three months ended June 30, 2020 as compared to the three months ended June 30, 2019, substantially offset by an increase in the weighted average debt balance outstanding for the three months ended June 30, ~~2019~~2020 ($~~1,367.7~~1,637.2 million) as compared to the three months ended June 30, ~~2018~~2019 ($~~1,357.9~~1,367.7 million) and a decrease in capitalized interest of $0.3 million caused by a decrease in development costs eligible for capitalization for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018..

Amortization of debt issuance costs remained relatively unchanged.

Equity in loss of Joint Venture for the three months ended June 30, 2020 was not significant. Equity in income of Joint Venture for the three months ended June 30, 2019 of $15.5 million includes our pro-rata share of gain related to ~~the~~a sale of real estate ~~from~~by the Joint Venture and $4.9 million of accrued incentive fees.

Income tax expense ~~increased~~decreased by ~~$2.8~~$2.7 million, or ~~2,285.4%,~~92.5% during the three months ended June 30, ~~2019~~2020 as compared to the three months ended June 30, ~~2018~~2019 primarily due to ~~an increase~~a decrease in our pro-rata share of gain from the sale of real estate ~~from~~by the Joint Venture as well as accrued incentive fees we earned from the Joint Venture.

Leasing Activity

The following table provides a summary of our commenced leases for the three and six months ended June 30, ~~2019.~~2020. The table does not include month-to-month leases or leases with terms less than twelve months.


Three Months Ended	Number of Leases Commenced	Square Feet Commenced (in 000's)	Net Rent Per Square Foot^(A)		Straight Line Basis Rent Growth ^(B)		Weighted Average Lease Term ^(C)	Lease Costs Per Square Foot ^(D)		Weighted Average Tenant Retention ^(E)		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	26	446	$	5.56	17.7	%	5.5	$	4.63	N/A		New Leases	19	621	$	5.88	37.5	%	4.1	$	2.56	N/A
Renewal Leases	43	1,891	$	6.37	29.5	%	5.3	$	1.90	73.1	%	Renewal Leases	36	1,560	$	5.99	30.6	%	7.8	$	2.44	88.7	%
Development / Acquisition Leases	6	724	$	6.32	N/A		4.6	N/A		N/A		Development / Acquisition Leases	3	697	$	7.38	N/A		10.1	N/A		N/A
Total / Weighted Average	75	3,061	$	6.24	27.3	%	5.2	$	2.42	73.1	%	Total / Weighted Average	58	2,878	$	6.30	32.4	%	7.5	$	2.48	88.7	%

Six Months Ended												Six Months Ended
New Leases	40	662	$	5.80	19.8	%	5.5	$	4.73	N/A		New Leases	42	1,080	$	6.40	31.2	%	4.6	$	3.85	N/A
Renewal Leases	91	4,949	$	5.26	21.9	%	4.9	$	1.40	80.8	%	Renewal Leases	70	2,814	$	6.34	28.9	%	6.9	$	2.09	78.4	%
Development / Acquisition Leases	10	936	$	6.37	N/A		4.8	N/A		N/A		Development / Acquisition Leases	7	1,622	$	6.46	N/A		10.2	N/A		N/A
Total / Weighted Average	141	6,547	$	5.48	21.6	%	4.9	$	1.79	80.8	%	Total / Weighted Average	119	5,516	$	6.39	29.5	%	7.4	$	2.58	78.4	%

^(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.

^(C)The lease term is expressed in years. Assumes no exercise of lease renewal options, if any.

^(D)Lease costs are comprised of the costs incurred or capitalized for improvements of vacant and renewal spaces, as well as the commissions paid and costs capitalized for leasing transactions. Lease costs per square foot represent the total turnover costs expected to be incurred on the leases that commenced during the period and do not reflect actual expenditures for the period.

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

The following table provides a summary of our leases that commenced during the three and six months ended June 30, ~~2019,~~2020, which included rent concessions during the lease term.

Three Months Ended
Number of
Leases
With Rent Concessions

Square Feet
(in 000's)
Rent Concessions ($)
New Leases 16
315
$ 430
Renewal Leases 2
256
$ 193
Development / Acquisition Leases 5
564
$ 852
Total 23
1,135
$ 1,475

Six Months Ended
New Leases 24
473
$ 635
Renewal Leases 3
324
$ 217
Development / Acquisition Leases 9
777
$ 1,349
Total 36
1,574
$ 2,201

Liquidity and Capital Resources

At June 30, ~~2019,~~2020, our cash and cash equivalents and restricted cash were approximately ~~$33.4 million.~~$95.0 million and $5.9 million, respectively. We also had ~~$565.4~~$404.1 million available for additional borrowings under our Unsecured Credit Facility as of June 30, ~~2019.~~2020.

We have considered our short-term (through June 30, ~~2020)~~2021) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. We have ~~$56.8~~a $200.0 million term loan maturing in ~~mortgage loans payable outstanding at June 30, 2019 that~~January 2021. On July 15, 2020, we anticipate (pre)paying without penalty prior to June 30, 2020. We expect to satisfy these payment obligations with borrowings under our Unsecured Credit Facility, excess cash flow and/or the disposition of select assets.repaid this $200.0 million term loan by entering into a new $200.0 million term loan (See Subsequent Events). With the exception of ~~these~~this payment ~~obligations,~~obligation, 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 additional equity or debt securities, subject to market ~~conditions~~condition and contractual restrictions, including the issuance of $300.0 million of private placement notes that we are anticipating closing on or about September 17, 2020 (See Subsequent Events), or borrowings under our Unsecured Credit Facility.

We expect to meet long-term (after June 30, ~~2020)~~2021) 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 ~~or debt~~ securities, subject to market conditions.

At June 30, ~~2019,~~2020, borrowings under our Unsecured Credit Facility bore interest at a weighted average interest rate of ~~3.51%~~1.39%. As of July ~~26, 2019,~~24, 2020, we had approximately ~~$667.4~~$404.1 million available for additional borrowings under our Unsecured Credit Facility. Our Unsecured Credit Facility contains certain financial covenants including limitations on incurrence of debt and debt service coverage. Our access to borrowings may be limited if we fail to meet any of these covenants. We believe that we were in compliance with our financial covenants as of June 30, ~~2019,~~2020, and we anticipate that we will be able to operate in compliance with our financial covenants for the next twelve months.

As discussed above, the COVID-19 pandemic outbreak has adversely impacted states and cities where our tenants operate their businesses and where our properties are located. The COVID-19 pandemic could have a material adverse effect on our financial condition, results of operations and cash flows as the reduced economic activity severely impacts certain of our tenants’ business, financial condition and liquidity and may cause certain tenants to be unable to meet their obligations to us in full. To be judicious with our capital, with a near-term emphasis on maintaining liquidity, we have suspended all new speculative vertical development projects for the foreseeable future other than completing development and redevelopment properties that were in progress as of March 31, 2020 and expenditures required to obtain permits and other horizontal construction work; however, because we entered into a lease in July 2020 with a tenant for a 0.2 million square foot build-to-suit development project in the Inland Empire with an estimated total investment cost of approximately $22.4 million (“New BTS Project”), we are commencing with construction of the New BTS Project. Our total projected costs to complete construction and stabilize the developments and redevelopments under construction (including the New BTS Project), developments that are complete but not fully funded as well as to complete ongoing permitting and other planned horizontal construction work at one of our land sites, is approximately $73 million for the remainder of ~~2019.~~2020 and approximately $44 million for 2021 and beyond.

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.

The following table summarizes our cash flow activity for the Company for the six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:

The following table summarizes our cash flow activity for the Operating Partnership for the six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:


	2020		2019
	(In thousands)
Net cash provided by operating activities	$	117,871	$	120,177
Net cash used in investing activities	(245,772)		(157,562)
Net cash provided by financing activities	76,026		20,457

2019 2018
(In thousands)
Net cash provided by operating activities $ 120,177
$ 93,760
Net cash used in investing activities (157,562 ) (139,483 )
Net cash provided by financing activities 20,457
76,754

Changes in cash flow for the six months ended June 30, ~~2019,~~2020, compared to the prior year comparable period are described as follows:

Operating Activities: Cash provided by operating activities ~~increased $26.3~~decreased $2.7 million for the Company ~~(increased $26.4~~(decreased $2.3 million for the Operating Partnership), primarily due to ~~an:~~the following:

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

•decrease in distributions from our Joint Venture of $16.1 million in 2020 as compared to 2019; offset by

•decrease in tenant accounts receivable, prepaid expenses and other assets due to timing of cash receipts; and

•decrease in payments to settle derivative instruments of $3.1 million; and

•increase in NOI from same store properties, acquired properties and recently developed properties of ~~$15.6~~$19.9 million offset by ~~decreases~~a decrease in NOI due to ~~building disposals~~the disposition of ~~$4.7 million; and~~

Investing Activities: Cash used in investing activities increased ~~$18.1~~$88.2 million, primarily due to the following:

•increase of $102.4 million related to the acquisition and development of real estate as well as payments for improvements and leasing commissions in 2020 as compared to 2019;

•increase of $12.5 million related to net contributions made to our Joint Venture in 2020 as compared to 2019; and

•increase of $4.4 million related to a decrease in certain escrow balances; offset by:

•increase of ~~$84.4~~$29.4 million in net proceeds received from the disposition of real estate in ~~2019~~

Financing Activities: Cash provided by financing activities ~~decreased $56.2~~increased $55.9 million for the Company ~~(decreased $56.3~~(increased $55.6 million for the Operating Partnership), primarily due to the following:

•decrease in repayments of ~~$300.0~~Mortgage Loans Payable of $57.8 million ~~related~~in 2020 compared to ~~the issuance of Private Placement Notes in 2018; and~~2019;

~~decrease of $145.6 million related to the proceeds received from the issuance of common stock in an underwritten public offering during 2018~~

•increase in dividend and unit distributions of $4.3 million due to the Company increasing the dividend rate in 2020.

~~decrease in repayments of Mortgage Loans Payable of $86.6 million.~~

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 are held by us at June 30, ~~2019~~2020 that are sensitive to changes in interest rates. While this analysis may have some use as a benchmark, it should not be viewed as a forecast.

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

At June 30, 2020, $1,465.4 million or 89.6% of our total debt, excluding unamortized debt issuance costs, was fixed rate debt. As of the same date, $170.0 million or 10.4% of our total debt, excluding unamortized debt issuance costs, was variable rate debt. At December 31, 2019, ~~$1,230.8~~$1,332.9 million or ~~88.6%~~89.4% of our total debt, excluding unamortized debt issuance costs, was fixed rate debt. As of the same date, $158.0 million or ~~11.4%~~10.6% of our total debt, excluding unamortized debt issuance costs, was variable rate debt. ~~At December 31, 2018, 100.0% of our total debt was fixed rate debt.~~

At June 30, ~~2019~~2020 and December 31, ~~2018, the~~2019, a portion of our fixed rate debt, in the amounts ~~include~~of $610.0 million and $460.0 million, ofrespectively, includes variable-rate debt that has been effectively swapped to a fixed rate through the use of derivative instruments ~~with a notional aggregate amount outstanding of $460.0 million,~~ that mitigate our exposure to variable interest rates. At June 30, 2020, the variable rate debt includes $460.0 million of our Unsecured Term ~~Loans' variable interest rates,~~Loans and $150.0 million of our outstanding balance on the Unsecured Credit Facility, which are each based upon LIBOR, as defined in the loan ~~agreements.~~agreements, and at December 31, 2019, the variable rate debt that was swapped included $460.0 million of the Unsecured Term Loans. 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 rates relevant to our variable rate debt were to have increased 10%, we estimate that our interest expense during the six months ended June 30, ~~2019~~2020 would have increased by approximately ~~$0.11~~$0.08 million based on our average outstanding floating-rate debt during the six months ended June 30, ~~2019.~~2020. Additionally, if weighted average interest rates on our weighted average fixed rate debt during the six months ended June 30, ~~2019~~2020 were to have increased by 10% due to refinancing, interest expense would have increased by approximately ~~$2.6~~$2.7 million during the six months ended June 30, ~~2019.~~2020.

As of June 30, ~~2019,~~2020, the estimated fair value of our debt was approximately ~~$1,432.7~~$1,723.5 million based on our estimate of the then-current market interest rates.

~~The use of derivative financial instruments allows us to manage risks of increases in interest rates with respect to~~During the ~~effect these fluctuations would have on our earnings and cash flows. As of~~six months ended June 30, ~~2019 and December 31, 2018,~~2020, we ~~had derivative instruments ("Term Loan Swaps")~~entered into a one-year interest rate swap with a notional aggregate amount outstanding of $460.0 million that mitigate our exposure to our Unsecured Term Loans' variable interest rates, which are based upon LIBOR. Additionally, during December 2018 in anticipation of issuing long term debt in the future, we entered into two treasury locks (the "2018 Treasury Locks") with an aggregate notional value of ~~$100.0~~$150 million to manage our exposure to changes in the ~~ten-year U.S. Treasury rate. During~~one-month LIBOR rate (the "2020 Swap"). The 2020 Swap, which commenced April ~~2019,~~1, 2020, fixes the one month LIBOR rate component on $150.0 million of our outstanding balance on our Unsecured Credit Facility at 0.42%. Additionally, during the six months ended June 30, 2020, in anticipation of refinancing our $200.0 million Unsecured Term Loan maturing in January 2021 (See Subsequent Events), we ~~paid $3.1~~entered into interest rate swaps (the "2021 Swaps") with an aggregate notional value of $200.0 million ~~to settle~~which fix the ~~2018 Treasury Locks with our counterparties. The 2018 Treasury Locks fixed the ten-year U.S. Treasury~~one-month LIBOR rate at ~~a weighted average of 2.93%~~0.99%. The 2021 Swap's effective period commences February 1, 2021. We designated both the ~~2018 Treasury Locks~~2020 Swap and the 2021 Swaps as cash flow hedges and will amortize the payment made to our counterparties into interest expense over the 10-year period, which corresponds to the term of our newly issued private placement debt (see Subsequent Events).hedges.

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 ~~2019~~2020 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, ~~which we adopted effective January 1, 2019,~~ we calculate FFO to be equal to net income available to First Industrial Realty Trust, Inc.'s common stockholders and participating securities, plus depreciation and other amortization of real estate, plus impairment of real estate, minus gain or plus loss on sale of real estate, net of any income tax provision or benefit associated with the sale of real estate. We also exclude the same adjustments from our share of net income from an unconsolidated joint venture. ~~For the comparative 2018 period, if applicable, gain and losses from the sale of non-depreciable real estate as well as impairment of non-depreciable real estate were not excluded from FFO.~~

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

The following table shows a reconciliation of net income available to common stockholders and participating securities to the calculation of FFO available to common stockholders and participating securities for the three and six months ended June 30, ~~2019~~2020 and ~~2018.~~2019.


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(In thousands)						(In thousands)
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	35,669	$	39,800	$	76,303	$	63,603
Adjustments:
Depreciation and Other Amortization of Real Estate	32,032		29,603		62,769		59,458

Gain on Sale of Real Estate	(9,076)		(1,097)		(23,069)		(889)
Gain on Sale of Real Estate from Joint Venture	—		(15,747)		—		(16,714)
Income Tax Provision - Gain on Sale of Real Estate from Joint Venture	—		2,877		—		3,095
Noncontrolling Interest Share of Adjustments	(484)		(344)		(848)		(992)
Funds from Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	58,141	$	55,092	$	115,155	$	107,561

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018
(In thousands) (In thousands)
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities $ 39,800
$ 45,209
$ 63,603
$ 81,501
Adjustments:
Depreciation and Other Amortization of Real Estate 29,603
28,448
59,458
56,580
Impairment of Depreciable Real Estate —
—
—
2,285
Gain on Sale of Depreciable Real Estate (1,097 ) (25,067 ) (889 ) (45,140 )
Gain on Sale of Real Estate from Joint Venture (15,747 ) —
(16,714 ) —
Income Tax Provision - Gain on Sale of Real Estate from Joint Venture 2,877
—
3,095
—
Noncontrolling Interest Share of Adjustments (344 ) (65 ) (992 ) (375 )
Funds from Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities $ 55,092
$ 48,525
$ 107,561
$ 94,851

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

The following table shows a reconciliation of the same store revenues and property expenses disclosed in the results of operations (and reconciled to revenues and expenses reflected on the statements of operations) to SS NOI for the three and six months ended June 30, ~~2019~~2020 and ~~2018.~~2019.


	Three Months Ended June 30,							Six Months Ended June 30,
	2020		2019		% Change	2020		2019		% Change
	(In thousands)							(In thousands)
Same Store Revenues	$	95,602	$	93,374		$	191,621	$	187,648
Same Store Property Expenses	(22,690)		(22,608)			(46,128)		(46,921)
Same Store Net Operating Income Before Same Store Adjustments	$	72,912	$	70,766	3.0%	$	145,493	$	140,727	3.4%
Same Store Adjustments:

Straight-line Rent	(180)		(1,990)			(28)		(4,768)
Above / Below Market Rent Amortization	(224)		(264)			(481)		(524)
Lease Termination Fees	(86)		(413)			(702)		(985)

Same Store Net Operating Income	$	72,422	$	68,099	6.3%	$	144,282	$	134,450	7.3%

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 % Change 2019 2018 % Change
(In thousands) (In thousands)
Same Store Revenues $ 94,286
$ 91,401
$ 189,753
$ 183,252

Same Store Property Expenses (23,450 ) (22,871 ) (48,822 ) (46,638 )
Same Store Net Operating Income Before Same Store Adjustments $ 70,836
$ 68,530
3.4% $ 140,931
$ 136,614
3.2%
Same Store Adjustments:
Straight-line Rent 14
(8 ) 119
(595 )
Above / Below Market Rent Amortization (256 ) (249 ) (507 ) (501 )
Lease Termination Fees (443 ) (163 ) (1,014 ) (174 )
Same Store Net Operating Income $ 70,151
$ 68,110
3.0% $ 139,529
$ 135,344
3.1%

~~Recent Accounting Pronouncements~~

~~Refer to Note 2 to the Consolidated Financial Statements.~~

Subsequent Events

From July 1, ~~2019~~2020 to July ~~26, 2019,~~24, 2020, we acquired ~~three~~one industrial ~~industrial properties and two land parcels~~property for ~~an aggregate~~a purchase price of ~~approximately $31.7 million, excluding transaction costs. In addition, we sold one industrial property and one land parcel for $6.2~~$6.1 million, excluding transaction costs.

On July ~~23, 2019, the Operating Partnership issued $150,000 of 3.97% Series E Guaranteed Senior Notes due July 23, 2029 (the "2029 II Private Placement Notes") in a private placement pursuant to~~7, 2020, we entered into a Note and Guaranty Agreement ~~dated May 16, 2019.~~to sell up to $100.0 million of 2.74% Series F Guaranteed Senior Notes due September 17, 2030 (the “2030 II Private Placement Notes”) and up to $200.0 million of 2.84% Series G Guaranteed Senior Notes due September 17, 2032 (the “2032 Private Placement Notes”) issued by the Operating Partnership in a private placement. The ~~2029~~issuance and sale of the 2030 II Private Placement Notes ~~are unsecured obligations of~~and the ~~Operating Partnership that are fully~~2032 Private Placement Notes is anticipated to occur on or about September 17, 2020. Upon issuance, the 2030 II Private Placement Notes and ~~unconditionally guaranteed by~~ the ~~Company and~~2032 Private Placement Notes will require semi-annual interest ~~payments.~~payments with principal due on September 17, 2030, with respect to the 2030 II Private Placements Notes, and September 17, 2032, with respect to the 2032 Private Placement Notes.

On July 15, 2020, we entered into a $200.0 million unsecured term loan (the "2020 Unsecured Term Loan"). The 2020 Unsecured Term Loan was used to repay the 2014 Unsecured Term Loan that was previously scheduled to mature in January 2021. The 2020 Unsecured Term Loan allows us to request incremental term loans in an aggregate amount equal to $100.0 million and provides for interest-only payments initially at LIBOR plus 150 basis points. The rate is subject to adjust based on our investment grade rating. As noted above, we entered into the 2021 Swaps to effectively convert the rate applicable under the 2020 Unsecured Term Loan to a fixed interest rate of approximately 2.49% per annum based on the current LIBOR spread beginning in February 2021. The 2020 Unsecured Term Loan matures on July 15, 2021; however, we have two, one-year extension options at our election, subject to the satisfaction of certain conditions.



Item 3.			Quantitative and Qualitative Disclosures About Market Risk

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



Item 4.			Controls and Procedures

First Industrial Realty Trust, Inc.

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

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

First Industrial, L.P.

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

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

PART II: OTHER INFORMATION



Item 1.			Legal Proceedings

None.



Item 1A.			Risk Factors

~~There have been no material changes~~The following risk factor reflects an addition to the risk factors ~~disclosed~~contained in our annual report on Form 10-K for the year ended December 31, ~~2018, except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors.~~2019. 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, ~~2018.~~2019.

The current pandemic of the novel coronavirus, or COVID-19, and the future outbreak of other highly infectious or contagious diseases, may adversely affect our business.

The World Health Organization and certain national and local governments have characterized COVID-19 as a pandemic. The COVID-19 pandemic has caused, and another pandemic in the future could cause, disruptions to regional and global economies and significant volatility and negative pressure in the financial markets. The COVID-19 pandemic, or a future pandemic, could also have a material and adverse effect on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors:

•reduced economic activity may severely impact our tenants' businesses, financial condition and liquidity and may cause certain of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations and/or terminate their leases early or not renew;

•delays to or halting of construction activities related to our ongoing development and redevelopment projects, as well as tenant improvements;

•a difficulty in accessing the capital and lending markets (or a significant increase in the costs of doing so), impacts to our credit ratings, or a severe disruption or instability in the global financial markets, or deteriorations in credit and financing conditions, may affect our access to capital necessary to fund business operations or address maturing debt obligations on a timely basis;

•our ability to meet the financial covenants of our Unsecured Credit Facility and other debt agreements and result in a default and potentially an acceleration of indebtedness, and such non-compliance could negatively impact our ability to make additional borrowings under our Unsecured Credit Facility and pay dividends;

•any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions;

•a general decline in business activity and demand for real estate transactions could adversely affect our ability to sell or purchase properties, at attractive pricing or at all;

•an inability to initiate or pursue litigation due to various court closures, increased case volume and/or moratoriums on certain types of activities;

•the potential negative impact on the health of our employees, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during this disruption, or a future disruption, and may negatively impact our disclosure controls and procedures over financial reporting;

•an extended period of remote work arrangements for our employees could strain our business continuity plans and introduce operational risk including, but not limited to, cybersecurity risks.

The overall impact of the COVID-19 pandemic on our business continues to be uncertain at this time. Many risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2019 should be interpreted as heightened risks as a result of the impact of the COVID-19 pandemic.



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.

EXHIBIT INDEX


Exhibits		Description

~~Exhibits~~	~~Description~~

10.1	Note and Guaranty Agreement, dated as of ~~May 16, 2019,~~July 7, 2020 by and among First Industrial, L.P., First Industrial Realty Trust, Inc. and the purchasers of the notes party thereto (including the form of the ~~3.97%~~2.74% Series EF Guaranteed Senior Notes due ~~July 23, 2019)~~September 17, 2030 and the 2.84% Series G Guaranteed Senior Notes due September 17, 2032) (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company and the Operating Partnership, filed ~~May 20, 2019,~~July 8, 2020, Company's File No. 1-13102 and Operating Partnership's File No. 333-21873)

31.1*10.2		Unsecured Term Loan Agreement, dated as of July 15, 2020, 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 10.1 of the Form 8-K of the Company and the Operating Partnership, filed July 20, 2020, Company's File No. 1-13102 and Operating Partnership's File No. 333-21873)

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

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

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

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

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

32.2**		Certification of the Principal Executive Officer and Principal Financial Officer of First Industrial Realty Trust, Inc., in its capacity as the sole general partner of First Industrial, L.P., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.1*		The following financial statements from First Industrial Realty Trust, Inc.'s and First Industrial L.P.'s Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2019,~~2020, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Changes in Stockholders' Equity / 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.

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.

			~~FIRST INDUSTRIAL REALTY TRUST, INC.~~
By:
	~~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)


			FIRST INDUSTRIAL, L.P.

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

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

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

Date: July ~~26, 2019~~


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018			Six Months Ended June 30, 2019			Six Months Ended June 30, 2018				Three Months Ended June 30, 2020		Three Months Ended June 30, 2019		Six Months Ended June 30, 2020		Six Months Ended June 30, 2019
Net Income	$	40,713		$	46,404		$	65,053		$	83,868		Net Income	$	36,426	$	40,713	$	77,955	$	65,053
Payments to Settle Derivative Instruments	(3,149		)	—			(3,149		)	—			Payments to Settle Derivative Instruments	—		(3,149)		—		(3,149)
Mark-to-Market (Loss) Gain on Derivative Instruments	(1,338		)	2,725			(7,692		)	9,250
Mark-to-Market Loss on Derivative Instruments													Mark-to-Market Loss on Derivative Instruments	(1,385)		(1,338)		(15,975)		(7,692)
Amortization of Derivative Instruments	24			23			48			47			Amortization of Derivative Instruments	103		24		205		48
Comprehensive Income	36,250			49,152			54,260			93,165			Comprehensive Income	35,144		36,250		62,185		54,260
Comprehensive Income Attributable to Noncontrolling Interest	(812		)	(1,252		)	(1,209		)	(2,630		)	Comprehensive Income Attributable to Noncontrolling Interest	(735)		(812)		(1,317)		(1,209)
Comprehensive Income Attributable to First Industrial Realty Trust, Inc.	$	35,438		$	47,900		$	53,051		$	90,535		Comprehensive Income Attributable to First Industrial Realty Trust, Inc.	$	34,409	$	35,438	$	60,868	$	53,051




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)
	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018				Six Months Ended June 30, 2020		Six Months Ended June 30, 2019
SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:							SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Expense Capitalized in Connection with Development Activity	$	2,320		$	3,317		Interest Expense Capitalized in Connection with Development Activity	$	3,458	$	2,320
Cash Paid for Operating Lease Liabilities	$	613		$	—		Cash Paid for Operating Lease Liabilities	$	1,402	$	613
Supplemental Schedule of Non-Cash Operating Activities:							Supplemental Schedule of Non-Cash Operating Activities:
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	$	12,400		$	—		Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	$	1,208	$	12,400
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	$	30,281		$	28,771		General and Limited Partner Unit Distributions Payable	$	33,036	$	30,281

Exchange of Limited Partner Units for General Partner Units:							Exchange of Limited Partner Units for General Partner Units:
Limited Partner Units	$	—		$	(12,327	)	Limited Partner Units	$	(2,065)	$	—
General Partner Units	—			12,327			General Partner Units	2,065		—
Total	$	—		$	—		Total	$	—	$	—
Assumption of Indebtedness and Other Liabilities in Connection with the Acquisition of Real Estate	$	290		$	11,705

Assumption of Liabilities in Connection with the Acquisition of Real Estate							Assumption of Liabilities in Connection with the Acquisition of Real Estate	$	3,425	$	290
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	48,344		$	27,797		Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	25,094	$	48,344
Write-off of Fully Depreciated Assets	$	(19,646	)	$	(22,935	)	Write-off of Fully Depreciated Assets	$	(19,400)	$	(19,646)



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



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


Six Months Ended June 30, 2020:	Common Stock		Additional Paid-in- Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive (Loss) Income		Noncontrolling Interest		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



Six Months Ended June 30, 2018:
Balance as of December 31, 2017	$	1,199	$	1,967,110		$	(541,847	)	$	1,338	$	48,077		$	1,475,877
Net Income	—		—			36,292			—		1,172			37,464
Other Comprehensive Income	—		—			—			6,366		183			6,549
Stock Based Compensation Activity	3		(1,106		)	(3,282		)	—		—			(4,385		)
Common Stock Dividends and Unit Distributions ($0.2175 Per Share/Unit)	—		—			(26,332		)	—		(775		)	(27,107		)
Conversion of Limited Partner Units to Common Stock	4		5,005			—			—		(5,009		)	—
Retirement of Limited Partner Units	—		—			—			—		(934		)	(934		)
Reallocation - Additional Paid-in-Capital	—		(292		)	—			—		292			—
Balance as of March 31, 2018	$	1,206	$	1,970,717		$	(535,169	)	$	7,704	$	43,006		$	1,487,464
Net Income	—		—			45,209			—		1,195			46,404
Other Comprehensive Income	—		—			—			2,731		17			2,748
Issuance of Common Stock, Net of Issuance Costs	48		145,360			—			—		—			145,408
Stock Based Compensation Activity	—		1,997			—			—		—			1,997
Common Stock Dividends and Unit Distributions ($0.2175 Per Share/Unit)	—		—			(27,566		)	—		(643		)	(28,209		)
Conversion of Limited Partner Units to Common Stock	6		7,312			—			—		(7,318		)	—
Reallocation - Additional Paid-in-Capital	—		(1,926		)	—			—		1,926			—
Balance as of June 30, 2018	$	1,260	$	2,123,460		$	(517,526	)	$	10,435	$	38,183		$	1,655,812


FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in thousands)	FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in thousands)						FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in thousands)
	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018				Six Months Ended June 30, 2020		Six Months Ended June 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:							CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	65,053		$	83,868		Net Income	$	77,955	$	65,053
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	48,629			46,160			Depreciation	50,695		48,629
Amortization of Debt Issuance Costs	1,625			1,700			Amortization of Debt Issuance Costs	1,572		1,625
Other Amortization, including Stock Based Compensation	14,156			13,638			Other Amortization, including Stock Based Compensation	16,332		14,156
Impairment of Real Estate	—			2,756
Provision for Bad Debt	—			165
Equity in (Income) Loss of Joint Venture	(16,360		)	2

Equity in Loss (Income) of Joint Venture							Equity in Loss (Income) of Joint Venture	74		(16,360)
Distributions from Joint Venture	16,084			—			Distributions from Joint Venture	—		16,084
Gain on Sale of Real Estate	(889		)	(45,156		)	Gain on Sale of Real Estate	(23,069)		(889)
Loss from Retirement of Debt	—			39

Payments to Settle Derivative Instruments	(3,149		)	—			Payments to Settle Derivative Instruments	—		(3,149)
Straight-line Rental Income and Expense, Net	(5,926		)	(1,016		)	Straight-line Rental Income and Expense, Net	(4,929)		(5,926)
Increase in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net	(2,839		)	(3,169		)
Increase (Decrease) in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	3,734			(5,170		)

Decrease (Increase) in Tenant Accounts Receivable and Prepaid Expenses and Other Assets, Net							Decrease (Increase) in Tenant Accounts Receivable and Prepaid Expenses and Other Assets, Net	4,231		(2,839)

(Decrease) Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits							(Decrease) Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	(5,404)		3,734

Net Cash Provided by Operating Activities	120,118			93,817			Net Cash Provided by Operating Activities	117,457		120,118
CASH FLOWS FROM INVESTING ACTIVITIES:							CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of Real Estate	(52,395		)	(87,733		)	Acquisitions of Real Estate	(164,012)		(52,395)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(119,174		)	(121,169		)	Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(109,930)		(119,174)
Net Proceeds from Sales of Investments in Real Estate	11,179			95,603			Net Proceeds from Sales of Investments in Real Estate	40,529		11,179

Contributions to and Investments in Joint Venture	—			(25,190		)	Contributions to and Investments in Joint Venture	(3,889)		—
Distributions from Joint Venture	8,586			1,829			Distributions from Joint Venture	—		8,586
Other Investing Activity	(5,758		)	(2,823		)
Deposits on Future Acquisitions and Other Investing Activity							Deposits on Future Acquisitions and Other Investing Activity	(8,470)		(5,758)
Net Cash Used in Investing Activities	(157,562		)	(139,483		)	Net Cash Used in Investing Activities	(245,772)		(157,562)
CASH FLOWS FROM FINANCING ACTIVITIES:							CASH FLOWS FROM FINANCING ACTIVITIES:
Financing and Equity Issuance Costs	—			(2,842		)
Proceeds from the Issuance of Common Stock, Net of Underwriter's Discount	—			145,584

Tax Paid on Shares Withheld	(4,384		)	(6,020		)	Tax Paid on Shares Withheld	(5,944)		(4,384)
Common Stock Dividends and Unit Distributions Paid	(57,764		)	(53,561		)	Common Stock Dividends and Unit Distributions Paid	(62,110)		(57,764)

Repayments on Mortgage Loans Payable	(75,336		)	(161,964		)	Repayments on Mortgage Loans Payable	(17,506)		(75,336)
Proceeds from Senior Unsecured Notes	—			300,000

Proceeds from Unsecured Credit Facility	187,000			217,000			Proceeds from Unsecured Credit Facility	232,000		187,000
Repayments on Unsecured Credit Facility	(29,000		)	(361,500		)	Repayments on Unsecured Credit Facility	(70,000)		(29,000)

Net Cash Provided by Financing Activities	20,516			76,697			Net Cash Provided by Financing Activities	76,440		20,516
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash	(16,928		)	31,031
Net Decrease in Cash, Cash Equivalents and Restricted Cash							Net Decrease in Cash, Cash Equivalents and Restricted Cash	(51,875)		(16,928)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	50,373			46,482			Cash, Cash Equivalents and Restricted Cash, Beginning of Year	152,718		50,373
Cash, Cash Equivalents and Restricted Cash, End of Period	$	33,445		$	77,513		Cash, Cash Equivalents and Restricted Cash, End of Period	$	100,843	$	33,445









FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited; in thousands)	FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited; in thousands)						FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited; in thousands)
	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018				Six Months Ended June 30, 2020		Six Months Ended June 30, 2019
SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:							SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Expense Capitalized in Connection with Development Activity	$	2,320		$	3,317		Interest Expense Capitalized in Connection with Development Activity	$	3,458	$	2,320
Cash Paid for Operating Lease Liabilities	$	613		$	—		Cash Paid for Operating Lease Liabilities	$	1,402	$	613
Supplemental Schedule of Non-Cash Operating Activities:							Supplemental Schedule of Non-Cash Operating Activities:
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	$	12,400		$	—		Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	$	1,208	$	12,400
Supplemental Schedule of Non-Cash Investing and Financing Activities:							Supplemental Schedule of Non-Cash Investing and Financing Activities:
Common Stock Dividends and Unit Distributions Payable	$	30,281		$	28,771		Common Stock Dividends and Unit Distributions Payable	$	33,036	$	30,281

Exchange of Limited Partnership Units for Common Stock:							Exchange of Limited Partnership Units for Common Stock:
Noncontrolling Interest	$	—		$	(12,327	)	Noncontrolling Interest	$	(2,065)	$	—
Common Stock	—			10			Common Stock	2		—
Additional Paid-in-Capital	—			12,317			Additional Paid-in-Capital	2,063		—
Total	$	—		$	—		Total	$	—	$	—
Assumption of Indebtedness and Other Liabilities in Connection with the Acquisition of Real Estate	$	290		$	11,705

Assumption of Liabilities in Connection with the Acquisition of Real Estate							Assumption of Liabilities in Connection with the Acquisition of Real Estate	$	3,425	$	290
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	48,344		$	27,797		Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	25,094	$	48,344
Write-off of Fully Depreciated Assets	$	(19,646	)	$	(22,936	)	Write-off of Fully Depreciated Assets	$	(19,400)	$	(19,646)


Six Months Ended June 30, 2020:	General Partner Units		Limited Partner Units		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total
Balance as of December 31, 2019	$	1,750,656	$	63,618	$	(7,013)	$	1,023	$	1,808,284
Net Income	40,584		895		—		50		41,529
Other Comprehensive Loss	—		—		(14,488)		—		(14,488)

Stock Based Compensation Activity	(4,208)		2,373		—		—		(1,835)
Unit Distributions ($0.25 Per Unit)	(31,874)		(614)		—		—		(32,488)
Conversion of Limited Partner Units to General Partner Units	2,064		(2,064)		—		—		—

Contributions from Noncontrolling Interest	—		—		—		5		5
Distributions to Noncontrolling Interest					—		(366)		(366)
Balance as of March 31, 2020	$	1,757,222	$	64,208	$	(21,501)	$	712	$	1,800,641
Net Income	35,575		757		—		94		36,426
Other Comprehensive Loss	—		—		(1,282)		—		(1,282)

Stock Based Compensation Activity	1,486		1,622		—		—		3,108
Unit Distributions ($0.25 Per Unit)	(31,929)		(631)		—		—		(32,560)
Conversion of Limited Partner Units to General Partner Units	1		(1)		—		—		—

Contributions from Noncontrolling Interest	—		—		—		12		12
Distributions to Noncontrolling Interest	—		—		—		(65)		(65)
Balance as of June 30, 2020	$	1,762,355	$	65,955	$	(22,783)	$	753	$	1,806,280



	Purchase Price
Land	$	26,305
Building and Improvements	20,092
In-Place Leases	2,585
Below Market Leases	(656		)
Other Assets (leasing commissions)	256
Total Purchase Price	$	48,582


Land	$	96,809
Building and Improvements/Construction in Progress	63,941
In-Place Leases	1,642
Above Market Leases	134
Below Market Leases	(1,562)
Other Assets (leasing commissions)	201

Total Purchase Price	$	161,165



	Outstanding Balance at						Interest Rate at June 30, 2019	Effective Interest Rate at Issuance	Maturity Date
	June 30, 2019			December 31, 2018			Interest Rate at June 30, 2019	Effective Interest Rate at Issuance	Maturity Date
Mortgage Loans Payable, Gross	$	222,274		$	297,610		4.03% – 8.26%	4.03% – 8.26%	December 2019 – August 2028
Unamortized Debt Issuance Costs	(917		)	(1,246		)
Unamortized Premiums	—			106
Mortgage Loans Payable, Net	$	221,357		$	296,470
Senior Unsecured Notes, Gross
2027 Notes	6,070			6,070			7.15%	7.11%	5/15/2027
2028 Notes	31,901			31,901			7.60%	8.13%	7/15/2028
2032 Notes	10,600			10,600			7.75%	7.87%	4/15/2032
2027 Private Placement Notes	125,000			125,000			4.30%	4.30%	4/20/2027
2028 Private Placement Notes	150,000			150,000			3.86%	3.86%	2/15/2028
2029 Private Placement Notes	75,000			75,000			4.40%	4.40%	4/20/2029
2030 Private Placement Notes	150,000			150,000			3.96%	3.96%	2/15/2030
Subtotal	$	548,571		$	548,571
Unamortized Debt Issuance Costs	(3,782		)	(3,990		)
Unamortized Discounts	(74		)	(77		)
Senior Unsecured Notes, Net	$	544,715		$	544,504
Unsecured Term Loans, Gross
2014 Unsecured Term Loan ^(A)	$	200,000		$	200,000		3.39%	N/A	1/29/2021
2015 Unsecured Term Loan ^(A)	260,000			260,000			2.89%	N/A	9/12/2022
Subtotal	$	460,000		$	460,000
Unamortized Debt Issuance Costs	(2,663		)	(3,191		)
Unsecured Term Loans, Net	$	457,337		$	456,809
Unsecured Credit Facility ^(B)	$	158,000		$	—		3.51%	N/A	10/29/2021


	Outstanding Balance at					Interest Rate at June 30, 2020	Effective Interest Rate at Issuance	Maturity Date
	June 30, 2020		December 31, 2019
Mortgage Loans Payable, Gross	$	156,854	$	174,360	4.03% – 4.85%	4.03% – 4.85%	October 2021 – August 2028
Unamortized Debt Issuance Costs	(511)		(675)

Mortgage Loans Payable, Net	$	156,343	$	173,685
Senior Unsecured Notes, Gross
2027 Notes	6,070		6,070		7.15%	7.11%	5/15/2027
2028 Notes	31,901		31,901		7.60%	8.13%	7/15/2028
2032 Notes	10,600		10,600		7.75%	7.87%	4/15/2032
2027 Private Placement Notes	125,000		125,000		4.30%	4.30%	4/20/2027
2028 Private Placement Notes	150,000		150,000		3.86%	3.86%	2/15/2028
2029 Private Placement Notes	75,000		75,000		4.40%	4.40%	4/20/2029
2029 II Private Placement Notes	150,000		150,000		3.97%	4.23%	7/23/2029
2030 Private Placement Notes	150,000		150,000		3.96%	3.96%	2/15/2030
Subtotal	$	698,571	$	698,571
Unamortized Debt Issuance Costs	(4,229)		(4,485)
Unamortized Discounts	(68)		(71)
Senior Unsecured Notes, Net	$	694,274	$	694,015
Unsecured Term Loans, Gross
2014 Unsecured Term Loan ^(A)	$	200,000	$	200,000	3.39%	N/A	1/29/2021
2015 Unsecured Term Loan ^(A)	260,000		260,000		2.89%	N/A	9/12/2022
Subtotal	$	460,000	$	460,000
Unamortized Debt Issuance Costs	(1,607)		(2,135)
Unsecured Term Loans, Net	$	458,393	$	457,865
Unsecured Credit Facility ^(B)	$	320,000	$	158,000	1.39%	N/A	10/29/2021



	Amount
Remainder of 2019	$	4,264
2020	59,046
2021	425,113
2022	341,552
2023	321
Thereafter	558,549
Total	$	1,388,845



	2019			2018
Balance as of December 31	$	34,397		$	48,077
Net Income	1,450			2,367
Amortization of Unearned Compensation related to the Issuance of LTIP Units^(A)	781			—
Other Comprehensive (Loss) Income	(241		)	200
Unit Distributions	(1,316		)	(1,418		)
Conversion of Limited Partner Units to Common Stock ^(B)	—			(12,327		)
Retirement of Limited Partner Units ^(C)	—			(934		)
Reallocation - Additional Paid-in-Capital	2,780			2,218
Reallocation - Other Comprehensive Income	8			—
Balance as of June 30	$	37,859		$	38,183



	Derivative Instruments			Accumulated Other Comprehensive Income (Loss) of the Operating Partnership			Comprehensive (Income) Loss Attributable to Noncontrolling Interest of the Company			Accumulated Other Comprehensive Income (Loss) of the Company
Balance as of December 31, 2018	$	3,574		$	3,574		$	(72	)	$	3,502
Other Comprehensive Loss Before Reclassifications	(9,715		)	(9,715		)	233			(9,482		)
Amounts Reclassified from Accumulated Other Comprehensive (Loss) Income	(1,078		)	(1,078		)	—			(1,078		)
Net Current Period Other Comprehensive Loss	(10,793		)	(10,793		)	233			(10,560		)
Balance as of June 30, 2019	$	(7,219	)	$	(7,219	)	$	161		$	(7,058	)



Remainder of 2019	$	792
2020	1,536
2021	1,503
2022	1,465
2023	1,329
Thereafter	29,025
Total Lease Payments	35,650
Less Imputed Interest ^(A)	23,365
Total	$	12,285



2019	$	1,464
2020	1,536
2021	1,503
2022	1,465
2023	1,329
Thereafter	29,025
Total	$	36,322



Remainder of 2019	$	161,684
2020	322,411
2021	282,344
2022	240,517
2023	201,543
Thereafter	573,652
Total	$	1,782,151



2019	$	305,689
2020	288,817
2021	244,743
2022	205,097
2023	169,243
Thereafter	451,151
Total	$	1,664,740


^(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.


^(C)	~~The lease term is expressed in years. Assumes no exercise of lease renewal options, if any.~~


^(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.~~


Three Months Ended	Number of Leases With Rent Concessions	Square Feet (in 000's)	Rent Concessions ($)
New Leases	13	342	$	593
Renewal Leases	4	321	277
Development / Acquisition Leases	3	697	711
Total	20	1,360	$	1,581

Six Months Ended
New Leases	30	690	$	1,078
Renewal Leases	6	380	321
Development / Acquisition Leases	6	1,521	2,537
Total	42	2,591	$	3,936