Thank you for standing by, and welcome to the First Industrial 3Q Results Call. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions]I would now like to hand the conference over to your speaker today, Art Harmon, Vice President of Investor Relations. Please go ahead.

Thanks, Jesse. Hello, everyone. Welcome to our call. I apologize for any delay to, for folks trying to get on. So, hopefully, you're getting in here, and we're going to, we're starting with the call now.So before we discuss our third quarter 2019 results and guidance, let me remind everyone that our call may include forward-looking statements as defined by Federal Securities Laws. These statements are based on management's expectations, plans and estimates of our prospects. Today's statements may be time sensitive and accurate only as of today's date, Thursday, October 24, 2019.We assume no obligation to update our statements or the other information we provide. Actual results may differ materially from our forward-looking statements, and factors which could cause this are described in our 10-K and other SEC filings. You can find a reconciliation of non-GAAP financial measures discussed in today's call in our supplemental report and our earnings release. The supplemental report, earnings release and our SEC filings are available at firstindustrial.com, under the Investors tab.Our call will begin with remarks by Peter Baccile, our President and Chief Executive Officer; and Scott Musil, our Chief Financial Officer, after which we will open it up for your questions. Also on the call today are Jojo Yap, our Chief Investment Officer; Peter Schultz, Executive Vice President; Chris Schneider, Senior Vice President of Operations; and Bob Walter, Senior Vice President of Capital Markets and Asset Management.Now let me turn the call over to Peter.

Thank you, Art, and welcome, everyone, to our third quarter call. Let me start by saying thank you to the entire FR team for all of your efforts towards another strong quarter. The national industrial market continues to favor the landlord. Given low vacancy and broad-based demand, we continue to see strong rent growth and high levels of occupancy. We're pushing rents on new and renewal leasing as demonstrated in our results, which I will touch upon shortly.From a supply standpoint, the overall market is more or less in equilibrium, with the exception of a few submarkets that are currently oversupplied primarily in larger format buildings. CBRE econometric advisers recently reported preliminary third quarter net absorption of 45 million square feet and new completions of 56 million. That brings the total for the first 3 quarters of the year to 124 million square feet of net absorption and 155 million square feet of completions.Our portfolio continues to produce strong results. Occupancy at quarter end was 97.7%, and cash rental rate growth for third quarter commencements was up 31.9%, eclipsing the record results we reported in the second quarter.For the full year 2019, we expect our increase in cash rental rates on new and renewal leasing to be approximately 13% to 15%.As we have in past, in years past, let me update you on our 2020 rollovers. As of today, we have signed approximately 32% of our 2020 rollovers and a cash rental rate increase of 6%. Our 2020 signing to date are from a broad geographic distribution and includes just three small leases in the high rent growth market of Southern California. To provide you some context, in 2019, Southern California represent about 23% of our rollover by net rent. For 2020, we anticipate it to be plus or minus…

Thanks, Peter. In the third quarter, diluted EPS was $0.62 versus $0.24 1 year ago. NAREIT funds from operations were $0.44 per fully diluted share compared to $0.41 per share in 3Q 2018. Excluding the approximately $0.01 per share gain from land sales, 3Q 2018 FFO was $0.40. As Peter noted, occupancy was 97.7%, up 40 basis points from the prior quarter.We commenced approximately 3.3 million square feet of leases in the third quarter. 387,000 square feet were new; 1.1 million were renewals; and 1.8 million square feet were for developments and acquisitions with lease up. Tenant retention by square footage was 82.3%.Same-store NOI growth on a cash basis, excluding termination fees, was 2.9%. This was driven by rental rate bumps and an increase in rental rates on leasing, partially offset by a slight decrease in average occupancy and real estate tax true-ups for markets paid arrears, predominantly in Denver. Lease termination fees totaled $246,000. And including termination fees, cash same-store NOI growth was 3.1%.Cash rental rates were up 31.9% overall, a record quarter for the company. Our results were led by strong growth in Southern California and were also helped by few large renewals in markets like Minneapolis and Dallas. Breaking it down, renewals were up 37.2% and new leasing was up 14.6%. On a straight-line basis, overall rental rates were up 50.4%, with renewals increasing 57% and new leasing up 28.6%.As Peter mentioned in his remarks, we had to recognize for accounting purposes a sale related to a 618,000 square-foot property in our PV 303 Park in Phoenix. The tenant exercised its purchase option in the third quarter for a sales price of $54.5 million. This building is leased by UPS, and they made a substantial investment in the property. Due to the high probability that this transaction…

Thank you, Scott. We continue to execute on our plan to maximize the value of each and every lease. Our team is pushing rental rates on new and renewal leasing, maintaining high levels of occupancy, refining our portfolio, and leveraging our platform to make profitable investments. The industrial real estate leasing markets continue to show broad-based demand, supported by the ongoing build-out of supply chains particularly those related to e-commerce.With that, operator, would you please open it up for questions?

[Operator Instructions] Your first question comes from Craig Mailman with KeyBanc Capital.

Apologies if I missed this, but did you guys mention if there was anything that was skewing the rent spreads of renewals higher this quarter? Or was that sort of broad-based?

Craig, this is Chris. Yes, if you look at, in the quarter, we had mentioned about 3 of our markets we had pretty good results: Southern California, Minneapolis and Dallas. If you look year-to-date, our cash rental rates are up by 15.3%, and that is very broad based. About 10 of our markets have experienced double-digit increases in 2019. So yes, it is very broad-based.

And then, Peter, you mentioned kind of the potential impact here on FFO from ramping sales towards the back end of the year. But just curious, is there kind of any impact, positive or negative, on same-store? Or are these kind of lower-growth properties that you guys are selling and it could boost it or vice versa?

You're correct. These are lower-growth properties. These are also properties that are enjoying some very high leasing at the moment, so we have a great opportunity to take advantage of a strong market and a strong bid for those assets and that's why we're upping the guidance.In terms of their impact on same-store, Scott, you have a thought on that?

My guess, Craig, is going to be dependent upon which properties we sell in the fourth quarter. We do have a guidance range there. My guess, it's probably going to have a pretty minimal impact on same-store in the fourth quarter sales.

Okay. As we head into next year, I know you guys aren't giving guidance yet, but I know, there was what, the 80 basis points from the taxes that are kind of getting reversed next year. Could these also going to be additive to that year-over-year acceleration, you think? Or, again, just minimal?

I think it's going to be minimal, Craig, the sales. But again, we have to look at what the portfolios that we're going to sell because we have a guidance range here, but my guess is it's going to be minimal impact on 2020 same-store.

Okay. And then just one last one. You pointed out that the oversupply is kind of submarket specific here, central PA, kind of Lehigh Valley kind of thrown into the mix as potentially being a little bit oversupplied. I'm just noticing one of your developments in the 78/81 Corridor, it's kind of coming up on a year since completion and you don't really have any leasing on it. Could you talk about prospect there and whether this could actually be added to the pool kind of empty? The stabilized pool?

Sure, Craig. It's Peter Schultz. You're right. From a large building standpoint, Central and Eastern Pennsylvania continues to have a fair amount of supply, call it 900,000 square feet and up. By our count, there are 14 of those, with pockets in Northeast PA, a couple in Berks County along 78, and then south of Carolina along 81. We were pleased to have our larger building at 78/81 leased, and that commenced in the third quarter. We have some interest in the 250, nothing to report today. Disappointed that it's not already leased like some of our other assets. But we're, we see a much less competitive environment in that size range than there is in the 900 million-and-up.

Your next question comes from Caitlin Burrows with Goldman Sachs.

I guess just a quick follow-up on a similar topic, I don't think you mentioned this. For the First Joliet Center in Illinois, that seems like another one that's coming up around its 1-year completion anniversary. So just wondering what your outlook to reaching 100% lease is at that project.

Sure, sure. This is Jojo. As you know, that asset has a total of 355,000 square feet. It's at 58% leased. So we lease 207,000 square-foot, and we've mentioned that to most of you through the 3PL. We have 149,000 square-foot remaining. Again, just like Peter Schultz had mentioned, on the corridor, the large-format buildings have more competition. And at this point, we're disappointed just like we are on the vacancy we just mentioned in PA, that we haven't leased it yet, but we're very focused to, nothing really to announce right now, leasing that remaining 149,000 square-foot space.

And Caitlin, this is Scott. We're assuming that that lease up happens now in 2020 for guidance purposes.

And I guess maybe in terms of the development pipeline, I know you mentioned that the disposition proceeds will be used for continued spec development in strong supply/demand markets. So when we look at the size of the development pipeline, this quarter it is down a little owing to some recent completions. So I guess how confident are you in the ability to replenish the pipeline as you go into 2020 and use those disposition proceeds accretively?

Well, if you look at the land that we currently hold, we can build about 12 million square feet on that. That doesn't count the roughly 4 million square feet we can build in our JV land in Phoenix. Between that and the additional opportunities that our platform is finding across the country, we're pretty confident we can keep up with the development program.

And I guess maybe just one other big picture related to, like, the ability to replenish the development pipeline in those 2 other projects, granted there are only 2, that you have been somewhat more disappointed on. I guess, when you think bigger picture outside of those 2 properties, are you still pretty confident that spec developing at this point in the cycle is the right thing to do and that there will be demand as long as you find the right spot?

Yes, demand continues to be really broad based. We really haven't seen a drop-off. Again, in certain submarkets, there is some oversupply depending on the size of the building. But our focus, as you know, is to really try to deliver the right sized property in the right submarket to meet some unmet demand, and that hasn't changed. Our strategy hasn't changed nor has the demand for that product changed.

Your next question comes from John Guinee with Stifel.

I think you said, Peter, dispose of $200 million to $250 million of depreciable assets, most of that going into development. How, what's your taxable income look like and what's your thoughts on your dividend given usually you cannot 1031 exchange a depreciated asset into development?

Scott?

John, its Scott. You can't 1031 it into land though, so we can't do that. We've been very successful in utilizing 1031 exchanges to offset gains on sales. But keep in mind, John, if we're not able to successfully do that, we still do have $46 million of NOLs we can use to help us offset that. As far as the dividend is concerned in 2020, it's been the company and the Board's philosophy that dividend growth is going to be based on growth of cash flow in the company, but we will evaluate it against what our taxable income is doing.

[Operator Instructions] Your next question comes from Rob Stevenson with Janney.

Peter, you had that fight, I guess, around $70 million of fourth quarter development starts in your prepared remarks, the roughly $160 million of completions scheduled for the fourth quarter. I appreciate there's probably a few starts in there. They are smaller and/or, that you're not ready to talk about on the call today. But when you look at your expected starts over the next few quarters, any timing or entitlement issues that may cause the aggregate under construction pipeline to move materially up or down over the course of the next 4 to 6 quarters?Are we likely to be consistently in that $250 million to $300 million level? It's just a bunch of projects that are smaller and don't meet the sort of $35 million, $40 million threshold that you were talking about in the 2 starts that you have for the fourth quarter?

I'll give you my thoughts and then I'll turn it over to Jojo for his. We factor in the fact that it is taking a little bit longer to get entitlement, et cetera, into the way we manage our development pipeline. And so that's in there. So in terms of our pace and our ability to continue to grow, that's already factored into the math.

And the projects that you mentioned, roughly about $80 million, between that 71,000 footer in Fontana and then ground lease in South Florida and the preleased, 77 preleased in Dallas. All those are fully entitled and approved.

Okay. And then on the subject of development, what's happening to construction costs and availability of labor in your market these days? It seems like that you guys have some good benchmarks, in that you're about to start construction of the second or third or even fourth phases in communities where you've just done it recently. How is that sort of trending? Any slowdown in construction and labor cost? Or is it still going up at a measured pace?

Sure. Sure. Good question. The range of total would be anywhere from 4% to 7%. And the 4% would be basically the Midwest submarkets, just not in coastal markets. The higher than 7% would be more on Southern California. If you look, if you break down the components, material cost increase had been growing more in the inflationary rate of 2% to 2.5%. So that's not the major driver. The major driver of the cost increase is really on labor and availability of labor. And so that results in a little bit higher labor costs and increasing subcontractor margins.

And then last one from me. Are you guys seeing any significant demand from clients to go to longer leases? I assume that the 7-year average lease term in the third quarter was driven by 1 or 2 outliers. But curious if tenants, their plan to be in the space for endless periods of time are starting to realize longer leases might benefit them and maybe you guys are more willing to do longer leases the longer this cycle gets?

Sure, Rob. It's Peter Schultz. I would say, if you look at our stats, yes, the lease terms were up and to us that's indicating or conveying from our customers continued confidence in their business and growth in general business activity despite all of the noise that we all see in the headlines. So we're always focused on optimizing all of the lease metrics including rate, term, TIs and rental increases, but we continue to view elongated lease term as a positive sign for business.

The next question comes from Richard Anderson with SMBC.

So I'm going to draft off the previous question a couple questions ago, on the speculative nature of your development effort. And you said nothing really has changed. Right markets, right product, all that. But how are you, what trigger points are you looking for to consider more in the way of build-to-suit activity into 2020 or, whatever, 2021? I mean is there, what are some of the sort of observations that you're on lookout for where you have to say, well we need to be a little bit more careful about starting this or that project?

Yes. A couple of thoughts on that. First of all, as you know, we have the self-imposed speculative leasing cap. That means anything that we build that doesn't have a tenant or any, if we do a forward that's 100% or 50% empty, anything that we do like that, that has a "leasing opportunity" goes into that cap. So we're managing that risk that way.Other signs to look for in the market. So when markets get tough, you see tenants changing buildings just because they can as opposed to because they want more space. We call that musical chairs. We haven't seen any of that. In bad markets, I can imagine in South Dallas for a million footers, some of the landlords are probably taking lower rents than they'd like to get. We haven't seen that on a broad basis at all. So there are things that are indicate, indicative of, perhaps, a softening. And we haven't seen any of that, and those are really the measurements to look for.

Okay. Obviously, cost to capital has come, was down this year, funding development primarily. When you look to 2020, if you do acquire, are you more inclined to go the value-add route or core? Or is it just not a big consideration right now given your development heavy sort of mind-set?

Well, I think, when we look at acquisitions, first of all, we're not typically a player in broadly auctioned assets. Those are situations where we really don't believe we're going to be able to add value for our shareholders. Typically, we're making unsolicited offers in all of our offices on a regular basis. And from time to time, we annoy somebody in this so that they end up going ahead and selling the building. I kind of say that tongue-in-cheek, but it has actually happened.So that's why you see our acquisition volume is fairly measured. Again, we're always trying to make sure that we can do profitable transactions. We've said this before. We're a profit shop and not a volume shop. But we think we can continue to achieve some good returns for shareholders making the occasional acquisitions in high-growth and high-barrier markets.

And last question from me. Prologis talked a little bit about the duration to build concept, and it has been extended lately. Are you seeing that in your development effort or in the competition away from you? And any comment, color on that topic would be interesting.

Yes, yes. We're definitely seeing that. If you're looking at the entitlement period, the entitlement has become tougher. So wherever parts of the country where there is significant entitlement process like SoCal, it has gotten longer. In terms of just time-to-build, yes it has also gotten longer. We're talking about maybe additional three months. We're six to nine months. Typically, it would be 9 to 12 months. And that's primarily because of, again, contractor availability. In some municipalities, we have changes to our site plans because most of them are understaffed. They get back to you in a slow fashion, slower fashion. And lastly, even utility companies are pushing back their insulation days of power and other utilities that affect the completion of the building.

Great. Are you able to beat that market at all, though? I mean, are you able to move faster than your competition? Or are you sort of in the same boat as everybody else?

My view is that everybody is able, especially when you're dealing with municipalities, with the accounting process or contractors, comparing the same.

Your next question comes from Eric Frankel with Green Street Advisors.

I just wanted to drill into this 2020 early leasing you signed. Can you just confirm what percentage on a square footage basis does that comprise of the California? I think you said 3 leases. I just want to confirm what the actual square footage total is.

Yes. Eric, on a percent basis, it's less than 1% or 2%. So a very subtle number.

Okay. That is quite small. Okay. I think both of my questions have been answered. I think, only kind of minor ones are the ground lease development that you're undergoing in South Florida. Could you just talk about that deal a little bit? Sometimes ground leases can be a little bit of a complicated subject.

Sure, Eric. It's Jojo. So these are premium sites that we wanted to acquire, the 3 sites where we can build multi-tenant buildings. And we wanted to buy them via state. The city does not want to sell, the via state. The city of our donor, on numerous occasions, will only do ground leases, and they're pretty border play in terms of 50-year ground leases.So what we did is to compensate us for the different ownership structure, we then sold for and structured a deal and development that would yield a 7.1%. And the way we got to that is that we think the ground leasing and excess gas would save 4.25 to 4.75.And then, basically, the spread. We wanted a bigger spread than our standard 100 to 150. So we basically are underwriting. They got to 135 to 185 basis point spread. That, we intend to roll those properties long term and at the same time, we have a cap, Eric. We put a cap on the ground lease rent that is at or below the recent inflation. That's very important to us because we think rent growth contractual escalations will significantly exceed the ground lease rent escalation plus the market rent growth as well. So that will give us a disproportionately positive growth on our NOI once we complete those buildings.

And does this ground have an extension option? And is the extension option kind of market value or is it just on a flat rate?

No, it doesn't have extension options and that's why we structured the deal with that kind of a yield and that kind of a cap in lease, ground lease increase.

The cash flow alone from that is going to provide a nice return on our investment.

And asset.

Sounds good. And then, just switching to dispositions, they're very interesting. I see pretty solid investor enthusiasm, that you're able to increase your dispositions guidance. Do you have a set plan to, obviously, I know you don't give guidance, you don't give guidance for 2020 and dispositions is not really part of that anyway. Is there, if it is so, is it increasing your dispositions generally? Is it just, is it investor enthusiasm? Is it that you just have a better use of proceeds? What, is there, what is the main motivation?

It's a combination of a couple of things. One is that a lot of these assets are enjoying historically high occupancy, and when I say historically high, I mean 98% to 100%. Secondly, they are in lower growth markets. And as you know, our objective is to dispose of assets in lower growth opportunities and put that money into better use. And so we just have a confluence really of strong investor demand for these assets. The assets are fully leased. And the cash flow is as much as we're going to get out of those assets, and it's just the right time to settle those assets.

Sounds good. And is it fair to say that your CapEx burden is probably going to decline over time due to, say, some of the vintage of the assets you're selling and what you're buying and developing?

It's absolutely the case. It's the net cash flow. They just tend to be tenant- and capital-intensive assets. So the AFFO, if you will, out of those assets is a lot lower than the AFFO we can earn by redeploying that capital.

[Operator Instructions] Your next question comes from Sarah Tan with JPMorgan.

Hey, it's Mike here. Just a follow-up on the 2020 leasing question. Aside from the California mix issue, have you seen anything in the other leases that has given you any caution in terms of the rates you're able to get or demand?

A new answer. We'll give you more clarification when we go through our 2020 budgeting. But as of now, we have not.

No.

We'll say it again. It's very broad based and overall good news.

Your next question comes from Dave Rodgers with Baird.

Maybe first over to Jojo. Wanted to ask, it sounds like all of these parcels that you've acquired or the ground lease that you entered into, you said they're all fully entitled. But are you doing the work for the entitlement and it's kind of under-optioned? Or you just do market purchases, post-entitlement? And, I guess, how competitive is that process? I imagine that to be pretty competitive, so I'm curious on your ability to continue to do that.

Sure. Sure. Dave, actually, the $80 million is, I referred to what the First Redwood II, the ground lease, and the 477,000, the 434,000 floor in Dallas that are 77% leased. Those are all entitled. The 3, the 4, basically the 3 land acquisitions we did in SoCal are not entitled, for example. So those require 18 to 24 months to entitle. And so they're very nice sites. Those were obtained by off-marked deals or land assemblages. So those are not entitled. And so we would expect those are more 2021 starts.

And then I think in the 12 million square feet in the total pipeline that you can do, Peter, you mentioned, how much of that is entitled versus not?

Except for the land in Stockton and basically the sites that we talked about right now, most are entitled. It's a required site plan approval though, but the site plan approval is not a problem. All of it is still in industrial. It requires 30 to 60 days approval by the municipalities.

Thanks, Jojo. And then, I don't know, for Scott or Peter, with regard to tenant size and the leases that you've been rolling, maybe not in the quarter, but as you look back, maybe on a rolling 4-quarter basis, can you talk about the spread that you've seen in the rent growth between, the pick a size, maybe you're under 100,000 square feet to over, and kind of the rent growth you've seen? And I guess I would just allude back to your comments that the bigger boxes have been slower to lease and they have been slower to drive rent growth as well. So kind of curious to see where the sizing breakdown is in terms of rent growth in your portfolio?

Chris, you want to take a shot?

Yes. If you look at the overall kind of trailing 4 quarters, the rental rate increases are, have been a bit higher for the under 100,000 square-foot spaces. So that's kind of generally the trend that we've seen.

Would the difference be, I mean, a couple hundred basis points or not that wide?

Yes, it's a couple hundred basis points. So not terribly, terribly wide.

Your last question comes from the line of Ki Bin Kim from SunTrust.

So you guys, you have a great balance sheet, you don't really need to raise equity, you're selling more assets, you have some on the come with the Phoenix asset next year. What are your kind of current thoughts on, if you need to, if you want to raise equity with some other activity like development? Or at this point, you don't need to at all?

Ki Bin, it's Scott. We are balance sheet right. We're in a great position right now. We're at 4.8x debt-to-EBITDA. We've got plenty of liquidity on our line of credit. We've got additional sales proceeds coming in. We've got excess cash flow after CapEx and dividends. So we're set up pretty well. If you look back at the last several years, why we raised equity, it's because our pipeline just grew too much compared to those sources I mentioned. So if there's ever an imbalance like that, that would be the reason we would issue equity if we like the stock price. But as of now, we look to be in pretty good shape.

Okay. And is there anything onetime in nature that we should expect in 2020, whether it be a large lease that you don't have clarity on or things like that or expenses?

A large lease we don't have what, Ki Bin?

Clarity.

I would say if you look from the rollover point of view, the largest rollover we'll have in 2020 is a 675,000 square-foot lease in Central Pennsylvania. Peter is working with the tenant currently to renew that. Other than that, all the other expirations are pretty granular. As far as an expense point of view, I think, you might be referring to the real estate tax issue we had in '19 in Denver. We're not anticipating that in 2020, but we're running through our budgets right now.

And in terms of what do you have left to lease, any notable geographic concentrations?

No, no. Once we get this 675,000 square-footer done, everything else is very granular, Ki Bin.

Okay.

It's 200,000 square feet or less, so it's not, this is very granular from our portfolio point of view.

Okay. And then just last question, any guidance you can provide on the cap rate for that Phoenix asset that you're selling through UPS?

So we don't provide really any cap rate information on a deal-by-deal basis. We'll provide you the consolidated cap rate when we settle that, when we provide our third quarter 2020 statistics because that's going to happen in the third quarter of next year. But I can tell you that if you note in the supplemental, we made a 19% mark on our investment there. And that was always part of the plan, and we really like what happened because if you recall 2.5 years ago, when we announced this deal, we said that this is going to be a catalyst to this intersection in the park, in the land that we own.And heretofore, two years after, we've sold basically half of the land and got 100%, more than 100% of our equity in our JV plus we were able to build and lease close to 1.3 million square feet of Class A distribution space and leased to XPO Logistics and Ferrero. So a lot of good things have happened after that.

And just for my education, typically when you have an option like that to a renter, is it typically a market price type of transaction price tag? Or is it a little bit of a discount because they are a user?

Well, first of all, it's all negotiated and it's not typical for us to provide options. And in this case, we felt that they were, they could be a big catalyst, UPS building their biggest Southwest hub, so that's why we entered into an option.And at this point, it was a fixed-price option based on a margin we wanted to make. Also, bear in mind that, you know what, I don't know if you recall, but we struck this deal when the building was a shell with no TIs. So this allowed us to immediately develop the 643,000 square feet that eventually we leased to XPO.

And Ki Bin, when this first came out and they told us they wanted to buy the building, we said no. And then as the discussions went on and they told us they wanted to invest $200 million and make it their Southwest hub, a light bulb went on and we said, "Wow, that's a big magnet for other big users." And we went into action as Jojo already explained. So this has really turned out to be a very, very successful strategy and outcome for what we went into here.

That's all we have for questions. I'll turn the call back to Peter Baccile for any closing remarks.

Thank you, operator, and thanks to everyone for participating in our call today. Please feel free to reach out to Scott, Art or me with any follow-up questions. We look forward to seeing some of you in Los Angeles for NAREIT in a few weeks. Have a great day.

This concludes today's conference call. You may now disconnect.