FIRST INDUSTRIAL REALTY TRUST INC
10-Ks and 10-Qs
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Table of Contents
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Form 10-K
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the fiscal year ended December 31, 2010 | ||
|
or
|
||
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to | ||
Commission File Number 1-13102
FIRST INDUSTRIAL REALTY TRUST,
INC.
(Exact name of Registrant as
specified in its Charter)
|
Maryland
|
36-3935116 | |
|
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
|
311 S. Wacker Drive,
Suite 3900, Chicago, Illinois (Address of principal executive offices) |
60606
(Zip Code) |
(312) 344-4300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock
(Title of Class)
New York
Stock Exchange
(Name of exchange on which registered)
(Name of exchange on which registered)
Depositary
Shares Each Representing 1/10,000 of a Share of 7.25%
Series J Cumulative Preferred Stock
Depositary Shares Each Representing 1/10,000 of a Share of 7.25% Series K Cumulative Preferred Stock
Depositary Shares Each Representing 1/10,000 of a Share of 7.25% Series K Cumulative Preferred Stock
(Title of class)
New York Stock Exchange
(Name of exchange on which
registered)
Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
o
No
þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of
1934. Yes
o
No
þ
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. Yes
þ
No
o
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). Yes
o
No
o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K.
þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule
12b-2
of the
Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes
o
No
þ
The aggregate market value of the voting and non-voting stock
held by non-affiliates of the Registrant was approximately
$306.3 million based on the closing price on the New York
Stock Exchange for such stock on June 30, 2010.
At February 23, 2011, 68,788,017 shares of the
Registrant’s Common Stock, $0.01 par value, were
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Part III incorporates certain information by reference to
the Registrant’s definitive proxy statement expected to be
filed with the Securities and Exchange Commission no later than
120 days after the end of the Registrant’s fiscal year.
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
TABLE OF
CONTENTS
2
Table of Contents
This report contains certain 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 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, and are including this statement
for purposes of complying with those safe harbor provisions.
Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies and
expectations of the Company, are generally identifiable by use
of the words “believe,” “expect,”
“intend,” “anticipate,”
“estimate,” “project,” “seek,”
“target,” “potential,” “focus,”
“may,” “should” or similar expressions. Our
ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. 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 (including the Internal Revenue Service);
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) to us and
to our potential counterparties; the availability and
attractiveness of terms of additional debt repurchases; interest
rates; our credit agency ratings; our ability to comply with
applicable financial covenants; competition; changes in supply
and demand for industrial properties (including land, the supply
and demand for which is inherently more volatile than other
types of industrial property) in the Company’s current and
proposed market areas; difficulties in consummating acquisitions
and dispositions; risks related to our investments in properties
through joint ventures; environmental liabilities; slippages in
development or
lease-up
schedules; tenant creditworthiness;
higher-than-expected
costs; changes in asset valuations and related impairment
charges; changes in general accounting principles, policies and
guidelines applicable to real estate investment trusts;
international business risks and those additional factors
described in Item 1A, “Risk Factors” and in our
other filings with the Securities and Exchange Commission (the
“SEC”). We caution you not to place undue reliance on
forward looking statements, which reflect our analysis only and
speak only as of the date of this report or the dates indicated
in the statements. We assume no obligation to update or
supplement forward-looking statements. Unless the context
otherwise requires, the terms “Company,”
“we,” “us,” and “our” refer to
First Industrial Realty Trust, Inc., First Industrial, L.P. and
their controlled subsidiaries. We refer to our operating
partnership, First Industrial, L.P., as the “Operating
Partnership.” Effective September 1, 2009, our taxable
real estate investment trust subsidiary, First Industrial
Investment, Inc. (the “old TRS”) merged into First
Industrial Investment II, LLC (“FI LLC”), which is
wholly owned by the Operating Partnership. Immediately
thereafter, certain assets and liabilities of FI LLC were
contributed to a new subsidiary, FR Investment Properties, LLC
(“FRIP”). FRIP is 1% owned by FI LLC and 99% owned by
a new taxable real estate investment trust subsidiary, First
Industrial Investment Properties, Inc. (the “new TRS,”
which, collectively with the old TRS and certain wholly owned
taxable real estate investment trust subsidiaries of FI LLC,
will be referred to as the “TRSs”), which is wholly
owned by FI LLC (see Note 10 to the Consolidated Financial
Statements).
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Table of Contents
THE
COMPANY
| Item 1. | Business |
General
First Industrial Realty Trust, Inc. is a Maryland corporation
organized on August 10, 1993, and is a real estate
investment trust (“REIT”) as defined in the Internal
Revenue Code of 1986 (the “Code”). We are a
self-administered and fully integrated real estate company which
owns, manages, acquires, sells, develops, and redevelops
industrial real estate. As of December 31, 2010, our
in-service portfolio consisted of 365 light industrial
properties, 129 R&D/flex properties, 173 bulk warehouse
properties, 88 regional warehouse properties and 19
manufacturing properties containing approximately
68.6 million square feet of gross leasable area
(“GLA”) located in 28 states in the United States
and one province in Canada. Beginning January 1, 2009, our
in-service portfolio includes all properties other than
developed, redeveloped and acquired properties that have not yet
reached stabilized occupancy (generally defined as properties
that are 75% leased). Properties which are at least 75% occupied
at acquisition are placed in-service. Acquired properties less
than 75% occupied are placed in-service upon the earlier of
reaching 90% occupancy or one year from the acquisition date.
Development properties are placed in-service upon the earlier of
reaching 90% occupancy or one year from the date construction is
completed. Redevelopments (generally projects which require
capital expenditures exceeding 25% of basis) are placed
in-service upon the earlier of reaching 90% occupancy or one
year from the completion of renovation construction.
Our interests in our properties and land parcels are held
through partnerships, corporations, and limited liability
companies controlled, directly or indirectly, by the Company,
including the Operating Partnership, of which we are the sole
general partner with an approximate 92.8% and 92.0% ownership
interest at December 31, 2010 and December 31, 2009,
respectively, and through the old TRS prior to September 1,
2009, and FI LLC, the new TRS and FRIP subsequent to
September 1, 2009, all of whose operating data is
consolidated with that of the Company as presented herein.
We also own noncontrolling equity interests in, and provide
various services to, two joint ventures (the “2003 Net
Lease Joint Venture” and the “2007 Europe Joint
Venture”). During 2010, we provided various services to,
and ultimately disposed of our equity interests in, five joint
ventures (the “2005 Development/Repositioning Joint
Venture,” the “2005 Core Joint Venture,” the
“2006 Net Lease Co-Investment Program,” the “2006
Land/Development Joint Venture,” and the “2007 Canada
Joint Venture;” together with the 2003 Net Lease Joint
Venture and the 2007 Europe Joint Venture, the “Joint
Ventures”). The Joint Ventures are accounted for under the
equity method of accounting. Accordingly, the operating data of
our Joint Ventures is not consolidated with that of the Company
as presented herein. On May 25, 2010, we sold our interest
in the 2006 Net Lease Co-Investment Program to our joint venture
partner. On August 5, 2010, we sold our interests in the
2005 Development/Repositioning Joint Venture, the 2005 Core
Joint Venture, the 2006 Land/Development Joint Venture and the
2007 Canada Joint Venture to our joint venture partner. The 2007
Europe Joint Venture does not own any properties. See
Note 5 to the Consolidated Financial Statements for more
information on the Joint Ventures.
We utilize an operating approach which combines the
effectiveness of decentralized, locally-based property
management, acquisition, sales and development functions with
the cost efficiencies of centralized acquisition, sales and
development support, capital markets expertise, asset management
and fiscal control systems. At February 23, 2011, we had
183 employees.
We maintain a website at www.firstindustrial.com. Information on
this website shall not constitute part of this
Form 10-K.
Copies of our annual report 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. In addition, our
Corporate Governance Guidelines, Code of Business Conduct and
Ethics, Audit Committee Charter, Compensation Committee Charter,
Nominating/Corporate Governance Committee Charter, along with
supplemental financial
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Table of Contents
and operating information prepared by us, are all available
without charge on our website or upon request to us. 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.
311 S. Wacker, Suite 3900
Chicago, IL 60606
Attention: Investor Relations
Business
Objectives and Growth Plans
Our fundamental business objective is to maximize the total
return to our stockholders through per share distributions and
increases in the value of our properties and operations. Our
long-term business growth plans include the following elements:
| • | Internal Growth. We seek to grow internally by (i) increasing revenues by renewing or re-leasing spaces subject to expiring leases at higher rental levels; (ii) increasing occupancy levels at properties where vacancies exist and maintaining occupancy elsewhere; (iii) controlling and minimizing property operating and general and administrative expenses; and (iv) renovating existing properties. | |
| • | External Growth. We seek to grow externally through (i) additional joint venture investments; (ii) the development of industrial properties; (iii) the acquisition of portfolios of industrial properties, industrial property businesses or individual properties which meet our investment parameters and target markets; and (iv) the expansion of our properties. |
Our ability to pursue our long-term growth plans is affected by
market conditions and our financial condition and operating
capabilities.
Business
Strategies
We utilize the following seven strategies in connection with the
operation of our business:
| • | Organization Strategy. We implement our decentralized property operations strategy through the deployment of experienced regional management teams and local property managers. We provide acquisition, development and financing assistance, asset management oversight and financial reporting functions from our headquarters in Chicago, Illinois to support our regional operations. We believe the size of our portfolio enables us to realize operating efficiencies by spreading overhead among many properties and by negotiating purchasing discounts. | |
| • | Market Strategy. Our market strategy is to concentrate on the top industrial real estate markets in the United States and select industrial real estate markets in Canada. These markets have one or more of the following characteristics: (i) strong industrial real estate fundamentals, including improving industrial demand expectations; (ii) a history of industry diversity and outlook for economic growth; and (iii) sufficient size to provide opportunity for ample transaction volume. | |
| • | Leasing and Marketing Strategy. We have an operational management strategy designed to enhance tenant satisfaction and portfolio performance. We pursue an active leasing strategy, which includes broadly marketing available space, seeking to renew existing leases at higher rents per square foot and seeking leases which provide for the pass-through of property-related expenses to the tenant. We also have local and national marketing programs which focus on the business and real estate brokerage communities and national tenants. | |
| • | Acquisition/Development Strategy. Our acquisition/development strategy is to invest in properties and other assets with higher yield potential in the top industrial real estate markets in the United States and select industrial real estate markets in Canada. |
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Table of Contents
| • | Financing Strategy. To finance acquisitions, developments and debt maturities, as market conditions permit, we utilize a portion of proceeds from property sales, proceeds from mortgage financings, line of credit borrowings under our unsecured credit facility, consisting of a $200.0 million term loan and a $200.0 million revolving line of credit (the “Unsecured Credit Facility”), and proceeds from the issuance, when and as warranted, of additional equity securities. We also continually evaluate joint venture arrangements as another source of capital. As of February 23, 2011, we had approximately $12.3 million available for additional borrowings under our Unsecured Credit Facility. | |
| • | Disposition Strategy. We continuously evaluate local market conditions and property-related factors in all of our markets for purposes of identifying assets suitable for disposition. In conjunction with the amendment of our Unsecured Credit Facility, management identified a pool of real estate assets (the “Non-Strategic Assets”) that it intends to market and sell. At December 31, 2010, the Non-Strategic Assets consisted of 193 industrial properties comprising approximately 16.1 million square feet of GLA and land parcels comprising approximately 695 gross acres, of which 192 industrial properties comprising 15.8 million square feet of GLA and all of the land parcels were classified as held for sale. | |
| • | Liquidity Strategy. We plan to enhance our liquidity through a combination of capital retention, mortgage and equity financings, asset sales and certain debt repayments: |
| • | Capital Retention — We plan to retain capital by distributing the minimum amount of dividends required to maintain our REIT status. We did not pay a common stock dividend in 2010 and may not pay dividends in 2011 depending on our taxable income. If, to maintain our REIT status, we are required to pay common stock dividends with respect to 2011, we may elect to do so by distributing a combination of cash and common shares. | |
| • | Mortgage Financing — During the year ended December 31, 2010, we originated $105.6 million in mortgage financings with maturities ranging from February 2015 to October 2020 and interest rates ranging from 5.00% to 7.40% (see Note 6 to the Consolidated Financial Statements). We believe these mortgage financings comply with all covenants contained in our Unsecured Credit Facility and the indentures governing our senior unsecured notes, including coverage ratios and total indebtedness, total unsecured indebtedness and total secured indebtedness limitations. We continue to engage various lenders regarding the origination of additional mortgage financings and the terms and conditions thereof. To the extent additional mortgage financing is originated, we expect the proceeds received will be used to pay down our other debt. No assurances can be made that additional mortgage financing will be obtained. | |
| • | Equity Financing — During the year ended December 31, 2010, we issued 875,402 shares of the Company’s common stock, generating $6.0 million in net proceeds, under the direct stock purchase component of the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (“DRIP”). Additionally, we issued 5,469,767 shares of the Company’s common stock, generating $43.9 million in net proceeds, under the Company’s “at-the-market” equity offering program (“ATM”) (see Note 7 to the Consolidated Financial Statements). On December 31, 2010, we concluded the ATM as a result of the expiration of the distribution agreements with our sales agents. We may opportunistically access the equity markets again, subject to contractual restrictions, including through a new ATM, and may continue to issue shares under the direct stock purchase component of the DRIP. To the extent additional equity offerings occur, we expect to use at least a portion of the proceeds received to reduce our indebtedness. No assurances can be made that additional equity offerings will occur on favorable terms or at all. | |
| • | Asset Sales — During the year ended December 31, 2010, we sold 13 industrial properties and several land parcels for gross proceeds of $71.0 million (see Note 4 to the Consolidated Financial Statements). We are in various stages of discussions with third parties for the sale of additional properties and plan to continue to selectively market other properties for sale throughout 2011. At December 31, 2010, Non-Strategic Assets consisted of 193 industrial properties comprising approximately 16.1 million square feet of GLA and land parcels comprising approximately 695 gross acres which are classified as held for sale (except one industrial property comprising approximately |
6
Table of Contents
| 0.3 million square feet of GLA).We expect to use at least a portion of sales proceeds to reduce our indebtedness. If we are unable to sell properties on an advantageous basis, this may impair our liquidity and our ability to meet our financial covenants. |
| • | Debt Reduction — During the year ended December 31, 2010, we paid off $264.8 million of our senior unsecured notes, we paid off and retired two secured mortgages maturing in September 2024 and December 2010 in the aggregate amount of $14.6 million and we made net repayments of $79.1 million on our Unsecured Credit Facility (see Note 6 to the Consolidated Financial Statements). We may from time to time repay additional amounts of our outstanding debt. Any repayments would depend upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors we consider important. Future repayments may materially impact our liquidity, future tax liability and results of operations. |
Although we believe we will be successful in meeting our
liquidity needs and maintaining compliance with other debt
covenants through a combination of capital retention, mortgage
and equity financings, asset sales and debt reduction, if we
were to be unsuccessful in executing one or more of the
strategies outlined above, our financial condition and operating
results could be materially adversely affected.
Recent
Developments
During 2010, we acquired three industrial properties for a total
investment of approximately $22.4 million. We also sold 13
industrial properties and several parcels of land for an
aggregate gross sales price of $71.0 million (see
Note 4 to the Consolidated Financial Statements). At
December 31, 2010, we owned 774 in-service industrial
properties containing approximately 68.6 million square
feet of GLA.
On May 25, 2010, we sold our interest in the 2006 Net Lease
Co-Investment Program to our joint venture partner and on
August 5, 2010, we sold our interest in the 2005
Development/Repositioning Joint Venture, the 2005 Core Joint
Venture, the 2006 Land/Development Joint Venture and the 2007
Canada Joint Venture to our joint venture partner (see
Note 5 to the Consolidated Financial Statements).
During 2010, we repurchased and retired $264.8 million of
our senior unsecured notes and recognized a loss on early debt
retirement of $4.1 million (see Note 6 to the
Consolidated Financial Statements).
During 2010, we obtained $105.6 million in mortgage
financings at a weighted average interest rate of 6.22%, with
maturities ranging between February 2015 and October 2020. Also,
we paid off and retired $14.6 million in mortgage loans
payable (see Note 6 to the Consolidated Financial
Statements).
Effective October 22, 2010, we amended our Unsecured Credit
Facility to provide for a $200.0 million term loan and a
$200.0 million revolving line of credit. The Unsecured
Credit Facility matures on September 28, 2012. On
October 22, 2010, we repaid $99.1 million in
connection with the decrease in the Unsecured Credit
Facility’s capacity to $400.0 million from
$500.0 million as part of the amendment. For the term
borrowing, the Unsecured Credit Facility requires interest only
payments through March 29, 2012 at LIBOR plus
325 basis points or at a base rate plus 225 basis
points, at our election. The term borrowing requires quarterly
principal pay-downs of $10.0 million beginning
March 30, 2012 until maturity on September 28, 2012.
For the revolving borrowings, the Unsecured Credit Facility
provides for interest only payments at LIBOR plus 275 basis
points or at a base rate plus 175 basis points, at our
election. Additionally, certain financial covenants were changed
in connection with the amendment, including the fixed charge
coverage ratio, which decreased to 1.2 times from 1.5 times.
Also, the calculation of Earnings Before Interest, Taxes,
Depreciation and Amortization (“EBITDA”), as defined
in the Unsecured Credit Facility and used in the fixed charge
coverage ratio, no longer includes economic gains or losses from
property sales.
7
Table of Contents
The following shows the material changes to the financial
covenants:
|
Amended
|
Amended
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|||||
|
Agreement
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Agreement
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|||||
|
Through
|
Beginning
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|||||
|
Previous
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September 30,
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October 1,
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||||
| Agreement | 2011 | 2011 | ||||
|
Fixed Charge Coverage Ratio
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³ 1.50 | ³ 1.20 | ³ 1.20 | |||
|
Consolidated Leverage Ratio
|
£ 60.0% | £ 65.0% | £ 60.0% | |||
|
Ratio of Value of Unencumbered Assets to Outstanding
Consolidated Senior Unsecured Debt
|
³ 1.60 | ³ 1.30 | ³ 1.60 | |||
|
Value of Unencumbered Assets
|
n/a | ³ $1.3 billion | ³ $1.3 billion | |||
|
Property Operating Income Ratio on Unencumbered Assets
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n/a | ³ 1.30 | ³ 1.45 | |||
|
Indebtedness Subject to Encumbrance
|
n/a | £ 40.0% | £ 40.0% | |||
|
Total Unencumbered Assets to Unsecured Indebtedness
|
n/a | ³ 150.0% | ³ 150.0% |
Commencing October 1, 2011, certain covenants, including
the consolidated leverage ratio, the ratio of value of
unencumbered assets to outstanding consolidated senior unsecured
debt and the property operating income ratio on unencumbered
assets become more restrictive. The Company has various
liquidity strategies, such as selling additional industrial
properties or land parcels and issuing additional equity, that
it may employ in order to ensure compliance with the covenants.
However, no assurances can be made that the sales of assets and
additional equity issuances will occur on favorable terms or at
all.
In conjunction with the amendment of our Unsecured Credit
Facility, during the third quarter of 2010 management reassessed
the holding period of the Non-Strategic Assets, which, at
September 30, 2010, consisted of 195 industrial properties
comprising approximately 16.4 million square of GLA and
land parcels comprising approximately 724 gross acres. As a
result of this reassessment, we determined that 129 of the
industrial properties comprising approximately 10.6 million
square feet of GLA and land parcels comprising approximately
503 gross acres were impaired, and as such, we recorded an
aggregate non-cash impairment charge of approximately
$163.9 million during the third quarter.
At December 31, 2010, the Non-Strategic Assets consisted of
193 industrial properties comprising approximately
16.1 million square of GLA and land parcels comprising
approximately 695 gross acres. The Non-Strategic Assets
(except one industrial property comprising 0.3 million
square feet of GLA) were classified as held for sale as of
December 31, 2010. During the three months ended
December 31, 2010, we recorded an additional non-cash
impairment charge of $21.5 million relating to the
Non-Strategic Assets. The additional charge is primarily
comprised of estimated closing costs for 118 of the 192
industrial properties comprising approximately 10.4 million
square feet of GLA and land parcels comprising approximately
449 gross acres classified as held for sale, as well as
additional impairment related to certain industrial properties
and land parcels within the Non-Strategic Assets due to a change
in our estimates of fair value based upon recent market
information, including receipt of third party purchase offers.
Additionally, during the first quarter of 2010 we recorded an
impairment charge in the amount of $9.2 million related to
a property comprised of 0.3 million square feet of GLA
located in Grand Rapids, Michigan in connection with the
negotiation of a new lease. See Note 4 to the Consolidated
Financial Statements for more information on impairment.
During the year ended December 31, 2010, we issued
875,402 shares of the Company’s common stock,
generating approximately $6.0 million in net proceeds,
under the direct stock purchase component of the DRIP.
Additionally, we issued 5,469,767 shares of the
Company’s common stock, generating $43.9 million in
net proceeds, under the ATM (see Note 7 to the Consolidated
Financial Statements).
We committed to a plan to reduce organizational and overhead
costs in October 2008 and have subsequently modified that plan
with the goal of further reducing these costs. On June 21,
2010, we committed to additional modifications to the plan
consisting of further organizational and overhead cost
reductions. For the year ended December 31, 2010, we
recorded as restructuring costs a pre-tax charge of
$1.9 million to provide for employee severance and benefits
($0.5 million), costs associated with the termination of
certain
8
Table of Contents
office leases ($0.7 million) and other costs
($0.7 million) associated with implementing the
restructuring plan (see Note 11 to the Consolidated
Financial Statements).
Future
Property Acquisitions, Developments and Property Sales
We have acquisition and development programs through which we
seek to identify portfolio and individual industrial property
acquisitions and developments.
We also sell properties based on market conditions and
property-related factors. As a result, we are currently engaged
in negotiations relating to the possible sale of certain
industrial properties in our portfolio.
When evaluating potential industrial property acquisitions and
developments, as well as potential industrial property sales, we
will consider such factors as: (i) the geographic area and
type of property; (ii) the location, construction quality,
condition and design of the property; (iii) the potential
for capital appreciation of the property; (iv) the ability
of the Company to improve the property’s performance
through renovation; (v) the terms of tenant leases,
including the potential for rent increases; (vi) the
potential for economic growth and the tax and regulatory
environment of the area in which the property is located;
(vii) the potential for expansion of the physical layout of
the property
and/or
the
number of sites; (viii) the occupancy and demand by tenants
for properties of a similar type in the vicinity; and
(ix) competition from existing properties and the potential
for the construction of new properties in the area.
INDUSTRY
Industrial properties are typically used for the design,
assembly, packaging, storage and distribution of goods
and/or
the
provision of services. As a result, the demand for industrial
space in the United States is related to the level of economic
output. Historically, occupancy rates for industrial property in
the United States have been higher than office property. We
believe that the higher occupancy rate in the industrial
property sector is a result of the
construction-on-demand
nature of, and the comparatively short development time required
for, industrial property. For the five years ended
December 31, 2010, the national occupancy rate for
industrial properties in the United States has ranged from
85.4%*to 90.3%*, with an occupancy rate of 85.7%* at
December 31, 2010.
* Source: CBRE Econometric Advisors
9
Table of Contents
| Item 1A. | Risk Factors |
Risk
Factors
Our operations involve various risks that could adversely affect
our financial condition, results of operations, cash flow,
ability to pay distributions on our common stock and the market
price of our common stock. These risks, among others contained
in our other filings with the SEC, include:
Disruptions
in the financial markets could affect our ability to obtain
financing and may negatively impact our liquidity, financial
condition and operating results.
The capital and credit markets in the United States and other
countries have experienced significant price volatility,
dislocations and liquidity disruptions, which have caused market
prices of many securities and the spreads on prospective debt
financings to fluctuate substantially. These circumstances have
materially impacted liquidity in the financial markets, making
terms for certain financings less attractive, and in some cases
have resulted in the unavailability of financing. A majority of
our existing indebtedness was sold through capital markets
transactions. We anticipate that the capital markets could be a
source of refinancing of our existing indebtedness in the
future, including our 4.625% Exchangeable Notes due on
September 15, 2011 in the aggregate amount of
$128.9 million as of December 31, 2010. This source of
refinancing may not be available if capital market volatility
and disruption continues, which could have a material adverse
effect on our liquidity. Furthermore, we could potentially lose
access to our current available liquidity under our Unsecured
Credit Facility if one or more participating lenders default on
their commitments. While the ultimate outcome of these market
conditions cannot be predicted, they may have a material adverse
effect on our liquidity and financial condition if our ability
to borrow money under our Unsecured Credit Facility or to issue
additional debt or equity securities to finance future
acquisitions, developments and redevelopments and Joint Venture
activities were to be impaired.
In addition, capital and credit market price volatility could
make the valuation of our properties more difficult. There may
be significant uncertainty in the valuation, or in the stability
of the value, of our properties that could result in a
substantial decrease in the value of our properties. As a
result, we may not be able to recover the carrying amount of our
properties, which may require us to recognize an impairment loss
in earnings.
Real
estate investments’ value fluctuates depending on
conditions in the general economy and the real estate business.
These conditions may limit the Company’s revenues and
available cash.
The factors that affect the value of our real estate and the
revenues we derive from our properties include, among other
things:
| • | general economic conditions; | |
| • | local, regional, national and international economic conditions and other events and occurrences that affect the markets in which we own properties; | |
| • | local conditions such as oversupply or a reduction in demand in an area; | |
| • | the attractiveness of the properties to tenants; | |
| • | tenant defaults; | |
| • | zoning or other regulatory restrictions; | |
| • | competition from other available real estate; | |
| • | our ability to provide adequate maintenance and insurance; and | |
| • | increased operating costs, including insurance premiums and real estate taxes. |
These factors may be amplified in light of the disruption of the
global credit markets. Our investments in real estate assets are
concentrated in the industrial sector, and the demand for
industrial space in the United
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States is related to the level of economic output. Accordingly,
reduced economic output may lead to lower occupancy rates for
our properties. In addition, if any of our tenants experiences a
downturn in its business that weakens its financial condition,
delays lease commencement, fails to make rental payments when
due, becomes insolvent or declares bankruptcy, the result could
be a termination of the tenant’s lease, which could
adversely affect our cash flow from operations.
Many
real estate costs are fixed, even if income from properties
decreases.
Our financial results depend on leasing space to tenants on
terms favorable to us. Our income and funds available for
distribution to our stockholders will decrease if a significant
number of our tenants cannot pay their rent or we are unable to
lease properties on favorable terms. In addition, if a tenant
does not pay its rent, we may not be able to enforce our rights
as landlord without delays and we may incur substantial legal
costs. Costs associated with real estate investment, such as
real estate taxes and maintenance costs, generally are not
reduced when circumstances cause a reduction in income from the
investment.
The
Company may be unable to sell properties when appropriate
because real estate investments are not as liquid as certain
other types of assets.
Real estate investments generally cannot be sold quickly and,
therefore, will tend to limit our ability to adjust our property
portfolio promptly in response to changes in economic or other
conditions. The inability to respond promptly to changes in the
performance of our property portfolio could adversely affect our
financial condition and ability to service debt and make
distributions to our stockholders. In addition, like other
companies qualifying as REITs under the Code, we must comply
with the safe harbor rules relating to the number of properties
disposed of in a year, their tax basis and the cost of
improvements made to the properties, or meet other tests which
enable a REIT to avoid punitive taxation on the sale of assets.
Thus, our ability at any time to sell assets may be restricted.
The
Company may be unable to sell properties on advantageous
terms.
We have sold to third parties a significant number of properties
in recent years and, as part of our business, we intend to
continue to sell properties to third parties. Our ability to
sell properties on advantageous terms depends on factors beyond
our control, including competition from other sellers and the
availability of attractive financing for potential buyers of our
properties. If we are unable to sell properties on favorable
terms or redeploy the proceeds of property sales in accordance
with our business strategy, then our financial condition,
results of operations, cash flow and ability to pay dividends
on, and the market price of, our common stock could be adversely
affected.
The
Company may be unable to complete development and re-development
projects on advantageous terms.
As part of our business, we develop new and re-develop existing
properties when and as conditions warrant. In addition, we have
sold to third parties or sold to our Joint Ventures a
significant number of development and re-development properties
in recent years, and we intend to continue to sell such
properties to third parties or to sell or contribute such
properties to our Joint Ventures as opportunities arise. The
real estate development and re-development business involves
significant risks that could adversely affect our financial
condition, results of operations, cash flow and ability to pay
dividends on, and the market price of, our common stock, which
include:
| • | we may not be able to obtain financing for development projects on favorable terms and complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing the properties and generating cash flow; | |
| • | we may not be able to obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations; |
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| • | the properties may perform below anticipated levels, producing cash flow below budgeted amounts and limiting our ability to sell such properties to third parties or to sell such properties to our Joint Ventures. |
The
Company may be unable to renew leases or find other
lessees.
We are subject to the risks that, upon expiration, leases may
not be renewed, the space subject to such leases may not be
relet or the terms of renewal or reletting, including the cost
of required renovations, may be less favorable than expiring
lease terms. If we were unable to promptly renew a significant
number of expiring leases or to promptly relet the space covered
by such leases, or if the rental rates upon renewal or reletting
were significantly lower than the current rates, our financial
condition, results of operation, cash flow and ability to pay
dividends on, and the market price of, our common stock could be
adversely affected. As of December 31, 2010, leases with
respect to approximately 9.0 million, 10.4 million and
9.0 million square feet of GLA, representing 16%, 18% and
16% of GLA, expire in 2011, 2012 and 2013, respectively.
The
Company may be unable to acquire properties on advantageous
terms or acquisitions may not perform as the Company
expects.
We acquire and intend to continue to acquire primarily
industrial properties. The acquisition of properties entails
various risks, including the risks that our investments may not
perform as expected and that our cost estimates for bringing an
acquired property up to market standards may prove inaccurate.
Further, we face significant competition for attractive
investment opportunities from other well-capitalized real estate
investors, including both publicly-traded REITs and private
investors. This competition increases as investments in real
estate become attractive relative to other forms of investment.
As a result of competition, we may be unable to acquire
additional properties as we desire or the purchase price may be
elevated. In addition, we expect to finance future acquisitions
through a combination of borrowings under the Unsecured Credit
Facility, proceeds from equity or debt offerings and debt
originations by the Company and proceeds from property sales,
which may not be available and which could adversely affect our
cash flow. Any of the above risks could adversely affect our
financial condition, results of operations, cash flow and
ability to pay dividends on, and the market value of, our common
stock.
The
Company might fail to qualify or remain qualified as a
REIT.
We intend to operate so as to qualify as a REIT under the Code.
Although we believe that we are organized and will operate in a
manner so as to qualify as a REIT, qualification as a REIT
involves the satisfaction of numerous requirements, some of
which must be met on a recurring basis. These requirements are
established under highly technical and complex Code provisions
of which there are only limited judicial or administrative
interpretations and involve the determination of various factual
matters and circumstances not entirely within our control.
If we were to fail to qualify as a REIT in any taxable year, we
would be subject to federal income tax, including any applicable
alternative minimum tax, on our taxable income at corporate
rates. This could result in a discontinuation or substantial
reduction in dividends to stockholders and in cash to pay
interest and principal on debt securities that we issue. Unless
entitled to relief under certain statutory provisions, we would
be disqualified from electing treatment as a REIT for the four
taxable years following the year during which we failed to
qualify as a REIT.
Certain
property transfers may generate prohibited transaction income,
resulting in a penalty tax on the gain attributable to the
transaction.
As part of our business, we sell properties to third parties as
opportunities arise. Under the Code, a 100% penalty tax could be
assessed on the gain resulting from sales of properties that are
deemed to be prohibited transactions. The question of what
constitutes a prohibited transaction is based on the facts and
circumstances surrounding each transaction. The Internal Revenue
Service (“IRS”) could contend that certain sales of
properties by us are prohibited transactions. While we do not
believe that the IRS would prevail in such a
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dispute, if the matter were successfully argued by the IRS, the
100% penalty tax could be assessed against the profits from
these transactions. In addition, any income from a prohibited
transaction may adversely affect our ability to satisfy the
income tests for qualification as a REIT.
The
REIT distribution requirements may limit the Company’s
ability to retain capital and require the Company to turn to
external financing sources.
We could, in certain instances, have taxable income without
sufficient cash to enable us to meet the distribution
requirements of the REIT provisions of the Code. In that
situation, we could be required to borrow funds or sell
properties on adverse terms in order to meet those distribution
requirements. In addition, because we must distribute to our
stockholders at least 90% of our REIT taxable income each year,
our ability to accumulate capital may be limited. Thus, to
provide capital resources for our ongoing business, and to
satisfy our debt repayment obligations and other liquidity
needs, we may be more dependent on outside sources of financing,
such as debt financing or issuances of additional capital stock,
which may or may not be available on favorable terms. Additional
debt financings may substantially increase our leverage and
additional equity offerings may result in substantial dilution
of stockholders’ interests.
Debt
financing, the degree of leverage and rising interest rates
could reduce the Company’s cash flow.
Where possible, we intend to continue to use leverage to
increase the rate of return on our investments and to allow us
to make more investments than we otherwise could. Our use of
leverage presents an additional element of risk in the event
that the cash flow from our properties is insufficient to meet
both debt payment obligations and the distribution requirements
of the REIT provisions of the Code. In addition, rising interest
rates would reduce our cash flow by increasing the amount of
interest due on our floating rate debt and on our fixed rate
debt as it matures and is refinanced.
Failure
to comply with covenants in our debt agreements could adversely
affect our financial condition.
The terms of our agreements governing our Unsecured Credit
Facility and other indebtedness require that we comply with a
number of financial and other covenants, such as maintaining
debt service coverage and leverage ratios and maintaining
insurance coverage. Complying with such covenants may limit our
operational flexibility. Our failure to comply with these
covenants could cause a default under the applicable debt
agreement even if we have satisfied our payment obligations.
Consistent with our prior practice, we will, in the future,
continue to interpret and certify our performance under these
covenants in a good faith manner that we deem reasonable and
appropriate. However, these financial covenants are complex and
there can be no assurance that these provisions would not be
interpreted by the noteholders or lenders in a manner that could
impose and cause us to incur material costs. We anticipate that
we will be able to operate in compliance with our financial
covenants in 2011. Our ability to meet our financial covenants
may be adversely affected if economic and credit market
conditions limit our ability to reduce our debt levels
consistent with, or result in net operating income below, our
current expectations. Under our Unsecured Credit Facility, an
event of default can also 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
agreement.
Upon the occurrence of an event of default, we would be subject
to higher finance costs and fees, and the lenders under our
Unsecured Credit Facility will not be required to lend any
additional amounts to us. In addition, our outstanding senior
unsecured notes as well as all outstanding borrowings under the
Unsecured Credit Facility, together with accrued and unpaid
interest and fees, could be accelerated and declared to be
immediately due and payable. Furthermore, our Unsecured Credit
Facility and the indentures governing our senior unsecured notes
contain certain cross-default provisions, which are triggered in
the event that our other material indebtedness is in default.
These cross-default provisions may require us to repay or
restructure the Unsecured Credit Facility and the senior
unsecured notes or other debt that is in default, which could
adversely affect our financial condition, results of operations,
cash flow and ability to pay dividends on, and the market price
of, our stock. If repayment of any of our borrowings is
accelerated, we cannot provide assurance that we will have
sufficient assets to repay such indebtedness or that we would be
able to borrow sufficient funds to
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refinance such indebtedness. Even if we are able to obtain new
financing, it may not be on commercially reasonable terms, or
terms that are acceptable to us.
Cross-collateralization
of mortgage loans could result in foreclosure on substantially
all of the Company’s properties if the Company is unable to
service its indebtedness.
We intend to obtain additional mortgage debt financing in the
future, if it is available to us. These mortgages may be issued
on a recourse, non-recourse or cross-collateralized basis.
Cross-collateralization makes all of the subject properties
available to the lender in order to satisfy our debt. Holders of
indebtedness that is so secured will have a claim against these
properties. To the extent indebtedness is cross-collateralized,
lenders may seek to foreclose upon properties that are not the
primary collateral for their loan, which may, in turn, result in
acceleration of other indebtedness secured by properties.
Foreclosure of properties would result in a loss of income and
asset value to us, making it difficult for us to meet both debt
payment obligations and the distribution requirements of the
REIT provisions of the Code. At December 31, 2010, 19 of
our mortgage loans payable were cross-collateralized, totaling
$138.4 million (see Note 6 to the Consolidated
Financial Statements).
The
Company may have to make lump-sum payments on its existing
indebtedness.
We are required to make the following lump-sum or
“balloon” payments under the terms of some of our
indebtedness, including indebtedness of the Operating
Partnership:
| • | $35.0 million aggregate principal amount of 7.750% Notes due 2032 (the “2032 Notes”) | |
| • | $190.0 million aggregate principal amount of 7.600% Notes due 2028 (the “2028 Notes”) | |
| • | $13.6 million aggregate principal amount of 7.150% Notes due 2027 (the “2027 Notes”) | |
| • | $117.8 million aggregate principal amount of 5.950% Notes due 2017 (the “2017 II Notes”) | |
| • | $87.3 million aggregate principal amount of 7.500% Notes due 2017 (the “2017 Notes”) | |
| • | $160.2 million aggregate principal amount of 5.750% Notes due 2016 (the “2016 Notes”) | |
| • | $91.9 million aggregate principal amount of 6.420% Notes due 2014 (the “2014 Notes”) | |
| • | $61.8 million aggregate principal amount of 6.875% Notes due 2012 (the “2012 Notes”) | |
| • | $128.9 million aggregate principal amount of 4.625% Notes due 2011 (the “2011 Exchangeable Notes”) | |
| • | $426.6 million in mortgage loans payable, in the aggregate, due between March 2011 and October 2020 on certain of our mortgage loans payable. | |
| • | a $400.0 million Unsecured Credit Facility under which we may borrow to finance the acquisition of additional properties and for other corporate purposes, including working capital. |
The Unsecured Credit Facility provides for a $200.0 million
term loan and a $200.0 million revolving line of credit.
The term borrowing requires quarterly principal pay-downs of
$10.0 million beginning March 30, 2012 until maturity
on September 28, 2012. The revolving borrowings provide for
the repayment of principal in a lump-sum or “balloon”
payment at maturity on September 28, 2012. As of
December 31, 2010, $376.2 million was outstanding
under the Unsecured Credit Facility at a weighted average
interest rate of 3.376%.
Our ability to make required payments of principal on
outstanding indebtedness, whether at maturity or otherwise, may
depend on our ability either to refinance the applicable
indebtedness or to sell properties. We have no commitments to
refinance the 2011 Exchangeable Notes, the 2012 Notes, the 2014
Notes, the 2016 Notes, the 2017 Notes, the 2017 II Notes, the
2027 Notes, the 2028 Notes, the 2032 Notes, the Unsecured Credit
Facility or the mortgage loans (see Subsequent Events). Our
existing mortgage loan obligations are secured by our properties
and therefore such obligations will permit the lender to
foreclose on those properties in the event of a default.
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There
is no limitation on debt in the Company’s organizational
documents.
As of December 31, 2010, our ratio of debt to our total
market capitalization was 65.3%. We compute that percentage by
calculating our total consolidated debt as a percentage of the
aggregate market value of all outstanding shares of our common
stock, assuming the exchange of all limited partnership units of
the Operating Partnership for common stock, plus the aggregate
stated value of all outstanding shares of preferred stock and
total consolidated debt. Our organizational documents do not
contain any limitation on the amount or percentage of
indebtedness we may incur. Accordingly, we could become more
highly leveraged, resulting in an increase in debt service that
could adversely affect our ability to make expected
distributions to stockholders and in an increased risk of
default on our obligations.
Rising
interest rates on the Company’s Unsecured Credit Facility
could decrease the Company’s available cash.
Our Unsecured Credit Facility bears interest at a floating rate.
As of December 31, 2010, our Unsecured Credit Facility had
an outstanding balance of $376.2 million at a weighted
average interest rate of 3.376%. Our Unsecured Credit Facility
presently bears interest at LIBOR plus 325 basis points or
at a base rate plus 225 basis points, at our election for
the $200.0 million term borrowing, and for the
$200.0 million revolving borrowings, at LIBOR plus
275 basis points or at a base rate plus 175 basis
points, at our election. Based on the outstanding balance on our
Unsecured Credit Facility as of December 31, 2010, a 10%
increase in interest rates would increase interest expense by
$1.3 million on an annual basis. Increases in the interest
rate payable on balances outstanding under our Unsecured Credit
Facility would decrease our cash available for distribution to
stockholders.
The
Company’s mortgages may impact the Company’s ability
to sell encumbered properties on advantageous terms or at
all.
As part of our plan to enhance liquidity and pay down our debt,
we have originated numerous mortgage financings and we are in
active discussions with various lenders regarding the
origination of additional mortgage financings. Certain of our
mortgages contain, and it is anticipated that some future
mortgages will contain, substantial prepayment premiums which we
would have to pay upon the sale of a property, thereby reducing
the net proceeds to us from the sale of any such property. As a
result, our willingness to sell certain properties and the price
at which we may desire to sell a property may be impacted by the
terms of any mortgage financing encumbering a property. If we
are unable to sell properties on favorable terms or redeploy the
proceeds of property sales in accordance with our business
strategy, then our financial condition, results of operations,
cash flow and ability to pay dividends on, and the market price
of, our common stock could be adversely affected.
Adverse
market and economic conditions could cause us to recognize
additional impairment charges.
We regularly review our real estate assets for impairment
indicators, such as a decline in a property’s occupancy
rate. If we determine that indicators of impairment are present,
we review the properties affected by these indicators to
determine whether an impairment charge is required. We use
considerable judgment in making determinations about
impairments, from analyzing whether there are indicators of
impairment to the assumptions used in calculating the fair value
of the investment. Accordingly, our subjective estimates and
evaluations may not be accurate, and such estimates and
evaluations are subject to change or revision.
Ongoing adverse market and economic conditions and market
volatility will likely continue to make it difficult to value
the real estate assets owned by us as well as the value of our
interests in unconsolidated joint ventures. There may be
significant uncertainty in the valuation, or in the stability of
the cash flows, discount rates and other factors related to such
assets due to the adverse market and economic conditions that
could result in a substantial decrease in their value. We may be
required to recognize additional asset impairment charges in the
future, which could materially and adversely affect our
business, financial condition and results of operations.
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Earnings
and cash dividends, asset value and market interest rates affect
the price of the Company’s common stock.
As a REIT, the market value of our common stock, in general, is
based primarily upon the market’s perception of our growth
potential and our current and potential future earnings and cash
dividends. The market value of our common stock is based
secondarily upon the market value of our underlying real estate
assets. For this reason, shares of our common stock may trade at
prices that are higher or lower than our net asset value per
share. To the extent that we retain operating cash flow for
investment purposes, working capital reserves, or other
purposes, these retained funds, while increasing the value of
our underlying assets, may not correspondingly increase the
market price of our common stock. Our failure to meet the
market’s expectations with regard to future earnings and
cash dividends likely would adversely affect the market price of
our common stock. Further, the distribution yield on the common
stock (as a percentage of the price of the common stock)
relative to market interest rates may also influence the price
of our common stock. An increase in market interest rates might
lead prospective purchasers of our common stock to expect a
higher distribution yield, which would adversely affect the
market price of our common stock.
The
Company may incur unanticipated costs and liabilities due to
environmental problems.
Under various federal, state and local laws, ordinances and
regulations, an owner or operator of real estate may be liable
for the costs of
clean-up
of
certain conditions relating to the presence of hazardous or
toxic materials on, in or emanating from a property, and any
related damages to natural resources. Environmental laws often
impose liability without regard to whether the owner or operator
knew of, or was responsible for, the presence of hazardous or
toxic materials. The presence of such materials, or the failure
to address those conditions properly, may adversely affect the
ability to rent or sell the property or to borrow using the
property as collateral. Persons who dispose of or arrange for
the disposal or treatment of hazardous or toxic materials may
also be liable for the costs of
clean-up
of
such materials, or for related natural resource damages, at or
from an off-site disposal or treatment facility, whether or not
the facility is owned or operated by those persons. No assurance
can be given that existing environmental assessments with
respect to any of our properties reveal all environmental
liabilities, that any prior owner or operator of any of the
properties did not create any material environmental condition
not known to us or that a material environmental condition does
not otherwise exist as to any of our properties. In addition,
changes to existing environmental regulation to address, among
other things, climate change, could increase the scope of our
potential liabilities.
The
Company’s insurance coverage does not include all potential
losses.
We currently carry comprehensive insurance coverage including
property, boiler & machinery, liability, fire, flood,
terrorism, earthquake, extended coverage and rental loss as
appropriate for the markets where each of our properties and
their business operations are located. The insurance coverage
contains policy specifications and insured limits customarily
carried for similar properties and business activities. We
believe our properties are adequately insured. However, there
are certain losses, including losses from earthquakes,
hurricanes, floods, pollution, acts of war, acts of terrorism or
riots, that are not generally insured against or that are not
generally fully insured against because it is not deemed to be
economically feasible or prudent to do so. If an uninsured loss
or a loss in excess of insured limits occurs with respect to one
or more of our properties, we could experience a significant
loss of capital invested and potential revenues from these
properties, and could potentially remain obligated under any
recourse debt associated with the property.
The
Company is subject to risks and liabilities in connection with
its investments in properties through Joint
Ventures.
As of December 31, 2010, the 2003 Net Lease Joint Venture
owned approximately 4.9 million square feet of properties.
Our net investment in this Joint Venture was $2.5 million
at December 31, 2010. Our organizational documents do not
limit the amount of available funds that we may invest in Joint
Ventures and
16
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we intend to continue to develop and acquire properties through
Joint Ventures with other persons or entities when warranted by
the circumstances. Joint venture investments, in general,
involve certain risks, including:
| • | joint venturers may share certain approval rights over major decisions; | |
| • | joint venturers might fail to fund their share of any required capital commitments; | |
| • | joint venturers might have economic or other business interests or goals that are inconsistent with our business interests or goals that would affect our ability to operate the property; | |
| • | joint venturers may have the power to act contrary to our instructions, requests, policies or objectives, including our current policy with respect to maintaining our qualification as a real estate investment trust; | |
| • | the joint venture agreements often restrict the transfer of a member’s or joint venturer’s interest or “buy-sell” or may otherwise restrict our ability to sell the interest when we desire or on advantageous terms; | |
| • | disputes between us and our joint venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business and subject the properties owned by the applicable joint venture to additional risk; and | |
| • | we may in certain circumstances be liable for the actions of our joint venturers. |
The occurrence of one or more of the events described above
could adversely affect our financial condition, results of
operations, cash flow and ability to pay dividends on, and the
market price of, our common stock.
In addition, joint venture investments in real estate involve
all of the risks related to the ownership, acquisition,
development, sale and financing of real estate discussed in the
risk factors above. To the extent our investments in Joint
Ventures are adversely affected by such risks our financial
condition, results of operations, cash flow and ability to pay
dividends on, and the market price of, our common stock could be
adversely affected.
We are
subject to risks associated with our international
operations.
As of December 31, 2010, we owned three industrial
properties and several land parcels located in Canada. Our
international operations will be subject to risks inherent in
doing business abroad, including:
| • | exposure to the economic fluctuations in the locations in which we invest; | |
| • | difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations; | |
| • | revisions in tax treaties or other laws and regulations, including those governing the taxation of our international revenues; | |
| • | obstacles to the repatriation of earnings and funds; | |
| • | currency exchange rate fluctuations between the United States dollar and foreign currencies; | |
| • | restrictions on the transfer of funds; and | |
| • | national, regional and local political uncertainty. |
When we acquire properties located outside of the United States,
we may face risks associated with a lack of market knowledge or
understanding of the local economy, forging new business
relationships in the area and unfamiliarity with local
government and permitting procedures. We work to mitigate such
risks through extensive diligence and research and associations
with experienced partners; however, there can be no guarantee
that all such risks will be eliminated.
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Adverse
changes in our credit ratings could negatively affect our
liquidity and business operations.
The credit ratings of the Operating Partnership’s senior
unsecured notes and the Company’s preferred stock are based
on the Company’s operating performance, liquidity and
leverage ratios, overall financial position and other factors
employed by the credit rating agencies in their rating analyses.
Our credit ratings can affect the availability, terms and
pricing of any indebtedness that we may incur going forward.
There can be no assurance that we will be able to maintain any
credit rating, and in the event any credit rating is downgraded,
we could incur higher borrowing costs or be unable to access
certain capital markets at all.
| Item 1B. | Unresolved SEC Comments |
None.
| Item 2. | Properties |
General
At December 31, 2010, we owned 774 in-service industrial
properties containing an aggregate of approximately
68.6 million square feet of GLA in 28 states and one
province in Canada, with a diverse base of approximately 2,000
tenants engaged in a wide variety of businesses, including
manufacturing, retail, wholesale trade, distribution and
professional services. The average annual rental per square foot
on a portfolio basis, calculated at December 31, 2010, was
$4.34. The properties are generally located in business parks
that have convenient access to interstate highways
and/or
rail
and air transportation. The weighted average age of the
properties as of December 31, 2010 was approximately
20 years. We maintain insurance on our properties that we
believe is adequate.
We classify our properties into five industrial categories:
light industrial, R&D/flex, bulk warehouse, regional
warehouse and manufacturing. While some properties may have
characteristics which fall under more than one property type, we
use what we believe is the most dominant characteristic to
categorize the property.
The following describes, generally, the different industrial
categories:
| • | Light industrial properties are of less than 100,000 square feet, have a ceiling height of 16-21 feet, are comprised of 5%-50% of office space, contain less than 50% of manufacturing space and have a land use ratio of 4:1. The land use ratio is the ratio of the total property area to the area occupied by the building. | |
| • | R&D/flex buildings are of less than 100,000 square feet, have a ceiling height of less than 16 feet, are comprised of 50% or more of office space, contain less than 25% of manufacturing space and have a land use ratio of 4:1. | |
| • | Bulk warehouse buildings are of more than 100,000 square feet, have a ceiling height of at least 22 feet, are comprised of 5%-15% of office space, contain less than 25% of manufacturing space and have a land use ratio of 2:1. | |
| • | Regional warehouses are of less than 100,000 square feet, have a ceiling height of at least 22 feet, are comprised of 5%-15% of office space, contain less than 25% of manufacturing space and have a land use ratio of 2:1. | |
| • | Manufacturing properties are a diverse category of buildings that have a ceiling height of 10-18 feet, are comprised of 5%-15% of office space, contain at least 50% of manufacturing space and have a land use ratio of 4:1. |
18
Table of Contents
Each of the properties is wholly owned by us or our consolidated
subsidiaries. The following tables summarize certain information
as of December 31, 2010, with respect to our in-service
properties.
In-Service
Property Summary Totals
| Light Industrial | R&D/Flex | Bulk Warehouse | Regional Warehouse | Manufacturing | ||||||||||||||||||||||||||||||||||||
|
Number of
|
Number of
|
Number of
|
Number of
|
Number of
|
||||||||||||||||||||||||||||||||||||
|
Metropolitan Area
|
GLA | Properties | GLA | Properties | GLA | Properties | GLA | Properties | GLA | Properties | ||||||||||||||||||||||||||||||
|
Atlanta, GA
|
666,544 | 11 | 206,826 | 5 | 3,742,667 | 14 | 386,207 | 5 | 662,000 | 3 | ||||||||||||||||||||||||||||||
|
Baltimore, MD
|
768,536 | 13 | 198,230 | 6 | 683,135 | 4 | — | — | 171,000 | 1 | ||||||||||||||||||||||||||||||
|
Central PA
|
1,134,145 | 9 | — | — | 3,151,350 | 6 | 117,599 | 3 | — | — | ||||||||||||||||||||||||||||||
|
Chicago, IL
|
1,009,429 | 16 | 248,090 | 4 | 2,729,716 | 15 | 172,851 | 4 | 421,000 | 2 | ||||||||||||||||||||||||||||||
|
Cincinnati, OH
|
893,839 | 10 | — | — | 1,103,830 | 4 | 130,870 | 2 | — | — | ||||||||||||||||||||||||||||||
|
Cleveland, OH
|
— | — | — | — | 1,317,799 | 7 | — | — | — | — | ||||||||||||||||||||||||||||||
|
Columbus, OH
|
217,612 | 2 | — | — | 2,666,547 | 8 | 98,800 | 1 | — | — | ||||||||||||||||||||||||||||||
|
Dallas, TX
|
2,201,172 | 40 | 511,075 | 19 | 2,250,000 | 17 | 626,873 | 9 | 128,478 | 1 | ||||||||||||||||||||||||||||||
|
Denver, CO
|
1,276,308 | 23 | 1,053,097 | 24 | 400,498 | 3 | 343,516 | 5 | — | — | ||||||||||||||||||||||||||||||
|
Detroit, MI
|
2,409,456 | 85 | 464,026 | 15 | 630,780 | 6 | 759,851 | 18 | 116,250 | 1 | ||||||||||||||||||||||||||||||
|
Houston, TX
|
337,547 | 7 | 132,997 | 6 | 2,041,527 | 12 | 446,318 | 6 | — | — | ||||||||||||||||||||||||||||||
|
Indianapolis, IN
|
860,781 | 17 | 25,000 | 2 | 2,590,469 | 10 | 222,710 | 5 | 71,600 | 2 | ||||||||||||||||||||||||||||||
|
Inland Empire, CA
|
66,934 | 1 | — | — | 759,495 | 3 | — | — | — | — | ||||||||||||||||||||||||||||||
|
Los Angeles, CA
|
544,033 | 13 | 184,064 | 2 | 749,008 | 5 | 281,921 | 4 | — | — | ||||||||||||||||||||||||||||||
|
Miami, FL
|
88,820 | 1 | — | — | 142,804 | 1 | 281,626 | 6 | — | — | ||||||||||||||||||||||||||||||
|
Milwaukee, WI
|
431,508 | 9 | 93,705 | 2 | 1,726,929 | 7 | 90,089 | 1 | — | — | ||||||||||||||||||||||||||||||
|
Minneapolis/St.
|
1,277,519 | 14 | 172,862 | 2 | 2,250,076 | 11 | 323,805 | 4 | 355,056 | 4 | ||||||||||||||||||||||||||||||
|
Paul, MN
|
||||||||||||||||||||||||||||||||||||||||
|
N. New Jersey
|
659,849 | 11 | 289,967 | 6 | 329,593 | 2 | — | — | — | — | ||||||||||||||||||||||||||||||
|
Nashville, TN
|
205,205 | 3 | — | — | 1,715,773 | 6 | — | — | 109,058 | 1 | ||||||||||||||||||||||||||||||
|
Philadelphia, PA
|
145,282 | 4 | 36,802 | 2 | 799,287 | 3 | 71,912 | 2 | 178,000 | 2 | ||||||||||||||||||||||||||||||
|
Phoenix, AZ
|
38,560 | 1 | — | — | 710,403 | 5 | 354,327 | 5 | — | — | ||||||||||||||||||||||||||||||
|
S. New Jersey
|
627,680 | 5 | — | — | 281,100 | 2 | 158,867 | 2 | — | — | ||||||||||||||||||||||||||||||
|
Salt Lake City, UT
|
706,201 | 35 | 146,937 | 6 | 279,179 | 1 | — | — | — | — | ||||||||||||||||||||||||||||||
|
San Diego, CA
|
213,446 | 8 | — | — | — | — | 108,701 | 3 | — | — | ||||||||||||||||||||||||||||||
|
Seattle, WA
|
— | — | — | — | 258,126 | 2 | 132,195 | 2 | — | — | ||||||||||||||||||||||||||||||
|
St. Louis, MO
|
823,655 | 11 | — | — | 1,613,095 | 6 | — | — | — | — | ||||||||||||||||||||||||||||||
|
Tampa, FL
|
234,679 | 7 | 689,782 | 27 | 209,500 | 1 | — | — | — | — | ||||||||||||||||||||||||||||||
|
Toronto, ON
|
57,540 | 1 | — | — | 559,773 | 2 | — | — | — | — | ||||||||||||||||||||||||||||||
|
Other(a)
|
696,547 | 8 | 40,000 | 1 | 1,951,456 | 10 | 88,000 | 1 | 425,017 | 2 | ||||||||||||||||||||||||||||||
|
Total
|
18,592,827 | 365 | 4,493,460 | 129 | 37,643,915 | 173 | 5,197,038 | 88 | 2,637,459 | 19 | ||||||||||||||||||||||||||||||
| (a) | Properties are located in Abilene, TX, Wichita, KS, Grand Rapids, MI, Des Moines, IA, Austin, TX, Orlando, FL, Horn Lake, MS, Shreveport, LA, Kansas City, MO, San Antonio, TX, Birmingham, AL, Omaha, NE, Jefferson County, KY, Greenville, KY, Sumner, IA, and Winchester, VA. |
19
Table of Contents
In-Service
Property Summary Totals
| Totals | ||||||||||||||||||||
|
Average
|
GLA as a %
|
Encumbrances
|
||||||||||||||||||
|
Number of
|
Occupancy at
|
of Total
|
at 12/31/10
|
|||||||||||||||||
|
Metropolitan Area
|
GLA | Properties | 12/31/10 | Portfolio | ($ in 000s)(b) | |||||||||||||||
|
Atlanta, GA
|
5,664,244 | 38 | 73 | % | 8.3 | % | $ | 30,987 | ||||||||||||
|
Baltimore, MD
|
1,820,901 | 24 | 85 | % | 2.6 | % | 7,880 | |||||||||||||
|
Central PA
|
4,403,094 | 18 | 84 | % | 6.4 | % | 13,758 | |||||||||||||
|
Chicago, IL
|
4,581,086 | 41 | 86 | % | 6.7 | % | 37,537 | |||||||||||||
|
Cincinnati, OH
|
2,128,539 | 16 | 80 | % | 3.1 | % | 6,652 | |||||||||||||
|
Cleveland, OH
|
1,317,799 | 7 | 99 | % | 1.9 | % | 12,030 | |||||||||||||
|
Columbus, OH
|
2,982,959 | 11 | 81 | % | 4.3 | % | — | |||||||||||||
|
Dallas, TX
|
5,717,598 | 86 | 82 | % | 8.3 | % | 32,058 | |||||||||||||
|
Denver, CO
|
3,073,419 | 55 | 80 | % | 4.5 | % | 30,119 | |||||||||||||
|
Detroit, MI
|
4,380,363 | 125 | 92 | % | 6.4 | % | — | |||||||||||||
|
Houston, TX
|
2,958,389 | 31 | 94 | % | 4.3 | % | 25,291 | |||||||||||||
|
Indianapolis, IN
|
3,770,560 | 36 | 90 | % | 5.5 | % | 8,131 | |||||||||||||
|
Inland Empire, CA
|
826,429 | 4 | 61 | % | 1.2 | % | — | |||||||||||||
|
Los Angeles, CA
|
1,759,026 | 24 | 77 | % | 2.6 | % | 37,695 | |||||||||||||
|
Miami, FL
|
513,250 | 8 | 51 | % | 0.7 | % | — | |||||||||||||
|
Milwaukee, WI
|
2,342,231 | 19 | 88 | % | 3.4 | % | 34,401 | |||||||||||||
|
Minneapolis/St. Paul, MN
|
4,379,318 | 35 | 85 | % | 6.4 | % | 53,224 | |||||||||||||
|
N. New Jersey
|
1,279,409 | 19 | 85 | % | 1.9 | % | 25,791 | |||||||||||||
|
Nashville, TN
|
2,030,036 | 10 | 96 | % | 3.0 | % | 8,543 | |||||||||||||
|
Philadelphia, PA
|
1,231,283 | 13 | 97 | % | 1.8 | % | 5,229 | |||||||||||||
|
Phoenix, AZ
|
1,103,290 | 11 | 77 | % | 1.6 | % | 14,313 | |||||||||||||
|
S. New Jersey
|
1,067,647 | 9 | 88 | % | 1.6 | % | 11,079 | |||||||||||||
|
Salt Lake City, UT
|
1,132,317 | 42 | 93 | % | 1.6 | % | 10,560 | |||||||||||||
|
San Diego, CA
|
322,147 | 11 | 90 | % | 0.5 | % | 9,754 | |||||||||||||
|
Seattle, WA
|
390,321 | 4 | 83 | % | 0.6 | % | 6,022 | |||||||||||||
|
St. Louis, MO
|
2,436,750 | 17 | 93 | % | 3.5 | % | 36,569 | |||||||||||||
|
Tampa, FL
|
1,133,961 | 35 | 77 | % | 1.7 | % | 9,708 | |||||||||||||
|
Toronto, ON
|
617,313 | 3 | 100 | % | 0.9 | % | — | |||||||||||||
|
Other(a)
|
3,201,020 | 22 | 92 | % | 4.7 | % | 19,068 | |||||||||||||
|
Total or Average
|
68,564,699 | 774 | 85 | % | 100 | % | $ | 486,399 | ||||||||||||
| (a) | Properties are located in Abilene, TX, Wichita, KS, Grand Rapids, MI, Des Moines, IA, Austin, TX, Orlando, FL, Horn Lake, MS, Shreveport, LA, Kansas City, MO, San Antonio, TX, Birmingham, AL, Omaha, NE, Jefferson County, KY, Greenville, KY, Sumner, IA, and Winchester, VA. | |
| (b) | Certain properties are pledged as collateral under our secured financings at December 31, 2010 (see Note 6 to the Consolidated Financial Statements). For purposes of this table, the total principal balance of a secured financing that is collateralized by a pool of properties is allocated among the properties in the pool based on each property’s investment balance. In addition to the amounts included in the table, we also have $0.7 million of indebtedness which is secured by a letter of credit. |
20
Table of Contents
Property
Acquisition Activity
During 2010, we acquired three industrial properties for an
aggregate purchase price of approximately $22.4 million.
The acquired industrial properties have the following
characteristics:
|
Number of
|
Occupancy at
|
|||||||||||||||
|
Metropolitan Area
|
Properties | GLA |
Property Type
|
12/31/10 | ||||||||||||
|
Houston, TX
|
1 | 48,140 | Light Industrial | 100 | % | |||||||||||
|
Minneapolis/St. Paul, MN
|
1 | 285,000 | Bulk Warehouse | 100 | % | |||||||||||
|
Seattle, WA
|
1 | 157,515 | Bulk Warehouse | 100 | % | |||||||||||
|
Total
|
3 | 490,655 | ||||||||||||||
Property
Sales
During 2010, we sold 13 industrial properties totaling
approximately 1.1 million square feet of GLA and several
land parcels. Total gross sales proceeds approximated
$71.0 million. The 13 industrial properties sold have the
following characteristics:
|
Number of
|
||||||||||||
|
Metropolitan Area
|
Properties | GLA |
Property Type
|
|||||||||
|
Atlanta, GA
|
1 | 185,950 | Manufacturing | |||||||||
|
Baltimore, MD
|
1 | 80,000 | Light Industrial | |||||||||
|
Cleveland, OH
|
1 | 64,000 | Light Industrial | |||||||||
|
Dallas, TX
|
3 | 370,933 | Lt. Industrial/Bulk/Regional Warehouse | |||||||||
|
Detroit, MI
|
2 | 62,771 | Lt. Industrial/R&D/Flex | |||||||||
|
Indianapolis, IN
|
1 | 13,200 | R&D/Flex | |||||||||
|
Inland Empire, CA
|
1 | 47,075 | Bulk Warehouse | |||||||||
|
Minneapolis, MN
|
1 | 132,000 | Bulk Warehouse | |||||||||
|
Philadelphia, PA
|
1 | 20,800 | Light Industrial | |||||||||
|
St. Louis, MO
|
1 | 115,200 | Bulk Warehouse | |||||||||
|
Total
|
13 | 1,091,929 | ||||||||||
Property
Acquisitions and Sales Subsequent to Year End
From January 1, 2011 to February 23, 2011, we sold
five industrial properties comprising approximately
0.3 million square feet of GLA. Gross proceeds from the
sale of the five industrial properties were approximately
$7.7 million. There were no industrial properties acquired
during this period.
21
Table of Contents
Tenant
and Lease Information
We have a diverse base of approximately 2,000 tenants engaged in
a wide variety of businesses including manufacturing, retail,
wholesale trade, distribution and professional services. Most
leases have an initial term of between three and six years and
provide for periodic rent increases that are either fixed or
based on changes in the Consumer Price Index. Industrial tenants
typically have net or
semi-net
leases and pay as additional rent their percentage of the
property’s operating costs, including the costs of common
area maintenance, property taxes and insurance. As of
December 31, 2010, approximately 85% of the GLA of our
in-service properties was leased, and no single tenant or group
of related tenants accounted for more than 2.4% of our rent
revenues, nor did any single tenant or group of related tenants
occupy more than 2.0% of the total GLA of our in-service
properties as of December 31, 2010.
Lease
Expirations (1)
The following table shows scheduled lease expirations for all
leases for our in-service properties as of December 31,
2010.
|
Number of
|
Percentage of
|
Annual Base Rent
|
Percentage of Total
|
|||||||||||||||||
|
Year of
|
Leases
|
GLA
|
GLA
|
Under Expiring
|
Annual Base Rent
|
|||||||||||||||
|
Expiration
|
Expiring | Expiring(2) | Expiring(2) | Leases(3) | Expiring(3) | |||||||||||||||
| (In thousands) | ||||||||||||||||||||
|
2011
|
498 | 8,995,672 | 16 | % | $ | 42,267 | 17 | % | ||||||||||||
|
2012
|
426 | 10,435,488 | 18 | % | 47,619 | 19 | % | |||||||||||||
|
2013
|
399 | 8,971,622 | 16 | % | 40,661 | 16 | % | |||||||||||||
|
2014
|
220 | 7,405,595 | 13 | % | 30,942 | 12 | % | |||||||||||||
|
2015
|
199 | 5,701,977 | 10 | % | 23,803 | 10 | % | |||||||||||||
|
2016
|
110 | 4,917,797 | 9 | % | 18,431 | 7 | % | |||||||||||||
|
2017
|
45 | 2,466,281 | 4 | % | 11,164 | 4 | % | |||||||||||||
|
2018
|
28 | 1,786,771 | 3 | % | 7,870 | 3 | % | |||||||||||||
|
2019
|
17 | 1,194,883 | 2 | % | 6,568 | 3 | % | |||||||||||||
|
2020
|
19 | 2,561,747 | 4 | % | 8,490 | 4 | % | |||||||||||||
|
Thereafter
|
26 | 3,144,325 | 5 | % | 12,014 | 5 | % | |||||||||||||
|
Total
|
1,987 | 57,582,158 | 100 | % | $ | 249,829 | 100 | % | ||||||||||||
| (1) | Includes leases that expire on or after January 1, 2011 and assumes tenants do not exercise existing renewal, termination or purchase options. | |
| (2) | Does not include existing vacancies of 10,982,541 aggregate square feet. | |
| (3) | Annualized base rent is calculated as monthly base rent (cash basis) per the terms of the lease, as of December 31, 2010, multiplied by 12. If free rent is granted, then the first positive rent value is used. Leases denominated in foreign currencies are translated using the currency exchange rate at December 31, 2010. |
| Item 3. | Legal Proceedings |
We are involved in legal proceedings arising in the ordinary
course of business. All such proceedings, taken together, are
not expected to have a material impact on the results of
operations, financial position or liquidity of the Company.
| Item 4. | Reserved |
None.
22
Table of Contents
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Market
Information
The following table sets forth for the periods indicated the
high and low closing prices per share and distributions declared
per share for our common stock, which trades on the New York
Stock Exchange under the trading symbol “FR.”
|
Distribution
|
||||||||||||
|
Quarter Ended
|
High | Low | Declared | |||||||||
|
December 31, 2010
|
$ | 8.78 | $ | 4.99 | $ | 0.0000 | ||||||
|
September 30, 2010
|
$ | 5.37 | $ | 3.76 | $ | 0.0000 | ||||||
|
June 30, 2010
|
$ | 9.01 | $ | 4.82 | $ | 0.0000 | ||||||
|
March 31, 2010
|
$ | 8.29 | $ | 4.77 | $ | 0.0000 | ||||||
|
December 31, 2009
|
$ | 5.95 | $ | 4.06 | $ | 0.0000 | ||||||
|
September 30, 2009
|
$ | 6.79 | $ | 3.68 | $ | 0.0000 | ||||||
|
June 30, 2009
|
$ | 6.30 | $ | 2.40 | $ | 0.0000 | ||||||
|
March 31, 2009
|
$ | 7.42 | $ | 1.91 | $ | 0.0000 | ||||||
We had 611 common stockholders of record registered with
our transfer agent as of February 23, 2011.
We have estimated that, for federal income tax purposes,
approximately 5.25% of our 2010 preferred stock distributions
were classified as ordinary dividend income to our shareholders,
9.47% qualified as capital gain income, and 85.28% represented a
return of capital (nondividend distribution).
In order to comply with the REIT requirements of the Code, we
are generally required to make common share distributions and
preferred share distributions (other than capital gain
distributions) to our shareholders in amounts that together at
least equal i) the sum of a) 90% of our “REIT
taxable income” computed without regard to the dividends
paid deduction and net capital gains and b) 90% of net
income (after tax), if any, from foreclosure property, minus
ii) certain excess non-cash income. An IRS revenue
procedure allows us to treat a stock distribution to our
shareholders in 2010 under a
stock-or-cash
election that meets specified conditions, including a minimum
10% cash distribution component, as a distribution qualifying
for the dividends paid deduction.
Our common share distribution policy is determined by our board
of directors and is dependent on multiple factors, including
cash flow and capital expenditure requirements, as well as
ensuring that we meet the minimum distribution requirements set
forth in the Code. We met the minimum distribution requirements
with the preferred distributions made with respect to 2010. For
2011, we intend to meet our minimum distribution requirements.
We plan to retain capital by distributing the minimum amount of
common stock dividends required to maintain our REIT status. We
did not pay a common stock dividend in 2010 and may not pay
dividends in 2011 depending on our taxable income. If, to
maintain our REIT status, we are required to pay common stock
dividends with respect to 2011, we may elect to do so by
distributing a combination of cash and common shares.
During 2010, the Operating Partnership did not issue any Units.
Subject to
lock-up
periods and certain adjustments, Units of the Operating
Partnership are redeemable for common stock of the Company on a
one-for-one
basis or cash at the option of the Company.
23
Table of Contents
Equity
Compensation Plans
The following table sets forth information regarding our equity
compensation plans.
|
Number of Securities
|
Number of Securities
|
|||||||||||
|
to be Issued
|
Weighted-Average
|
Remaining Available
|
||||||||||
|
Upon Exercise of
|
Exercise Price of
|
for Further Issuance
|
||||||||||
|
Outstanding Options,
|
Outstanding Options,
|
Under Equity
|
||||||||||
|
Plan Category
|
Warrants and Rights | Warrants and Rights | Compensation Plans | |||||||||
|
Equity Compensation Plans Approved by Security Holders
|
— | — | 769,096 | |||||||||
|
Equity Compensation Plans Not Approved by Security Holders(1)
|
98,701 | $ | 32.34 | 204,073 | ||||||||
|
Total
|
98,701 | $ | 32.34 | 973,169 | ||||||||
| (1) | See Note 13 of the Notes to Consolidated Financial Statements. |
24
Table of Contents
Performance
Graph
The following graph provides a comparison of the cumulative
total stockholder return among the Company, the FTSE NAREIT
Equity REIT Total Return Index (the “NAREIT Index”)
and the Standard & Poor’s 500 Index
(“S&P 500”). The comparison is for the periods
from December 31, 2005 to December 31, 2010 and
assumes the reinvestment of any dividends. The closing price for
our Common Stock quoted on the NYSE at the close of business on
December 31, 2005 was $38.50 per share. The NAREIT Index
includes REITs with 75% or more of their gross invested book
value of assets invested directly or indirectly in the equity
ownership of real estate. Upon written request, we will provide
stockholders with a list of the REITs included in the NAREIT
Index. The historical information set forth below is not
necessarily indicative of future performance. The following
graph was prepared at our request by Research Data Group, Inc.,
San Francisco, California.
COMPARISON
OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among First Industrial Realty Trust, Inc., The S&P 500 Index
And The FTSE NAREIT Equity REITs Index
Among First Industrial Realty Trust, Inc., The S&P 500 Index
And The FTSE NAREIT Equity REITs Index
| * | $100 invested on 12/31/05 in stock or index, including reinvestment of dividends. | |
| Fiscal year ending December 31. | ||
| Copyright © 2010 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved. |
| 12/05 | 12/06 | 12/07 | 12/08 | 12/09 | 12/10 | |||||||||||||||||||
|
FIRST INDUSTRIAL REALTY TRUST, INC.
|
$ | 100.00 | $ | 130.08 | $ | 103.12 | $ | 25.06 | $ | 17.36 | $ | 29.07 | ||||||||||||
|
S&P 500
|
100.00 | 115.80 | 122.16 | 76.96 | 97.33 | 111.99 | ||||||||||||||||||
|
FTSE NAREIT Equity REITs
|
100.00 | 135.06 | 113.87 | 70.91 | 90.76 | 116.12 | ||||||||||||||||||
* The information provided in this performance graph shall
not be deemed to be “soliciting material,” to be
“filed” or to be incorporated by reference into any
filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934 unless specifically treated as such.
25
Table of Contents
| Item 6. | Selected Financial Data |
The following sets forth selected financial and operating data
for the Company on a historical consolidated basis. The
following data should be read in conjunction with the
Consolidated Financial Statements and Notes thereto and
Management’s Discussion and Analysis of Financial Condition
and Results of Operations included elsewhere in this
Form 10-K.
The historical statements of operations for the years ended
December 31, 2010, 2009, 2008, 2007 and 2006 include the
results of operations of the Company as derived from our audited
financial statements, adjusted for discontinued operations. The
results of operations of properties sold are presented in
discontinued operations if they met both of the following
criteria: (a) the operations and cash flows of the property
have been (or will be) eliminated from the ongoing operations of
the Company as a result of the disposition and (b) we will
not have any significant involvement in the operations of the
property after the disposal transaction. The historical balance
sheet data and other data as of December 31, 2010, 2009,
2008, 2007 and 2006 include the balances of the Company as
derived from our audited financial statements.
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||||||||
| 12/31/10 | 12/31/09 | 12/31/08 | 12/31/07 | 12/31/06 | ||||||||||||||||
| (In thousands, except per share and property data) | ||||||||||||||||||||
|
Statement of Operations Data:
|
||||||||||||||||||||
|
Total Revenues
|
$ | 288,541 | $ | 351,838 | $ | 443,751 | $ | 303,588 | $ | 238,635 | ||||||||||
|
Loss from Continuing Operations
|
(84,382 | ) | (21,902 | ) | (148,917 | ) | (89,005 | ) | (97,120 | ) | ||||||||||
|
Loss from Continuing Operations Available to First Industrial
Realty Trust, Inc’s Common Stockholders and Participating
Securities
|
(95,475 | ) | (37,008 | ) | (140,383 | ) | (92,582 | ) | (100,318 | ) | ||||||||||
|
Net (Loss) Income Available to First Industrial Realty Trust,
Inc.’s Common Stockholders and Participating Securities
|
$ | (222,498 | ) | $ | (13,783 | ) | $ | 20,169 | $ | 130,368 | $ | 89,651 | ||||||||
|
Basic and Diluted Earnings Per Weighted Average Common Share
Outstanding:
|
||||||||||||||||||||
|
Loss from Continuing Operations Available to First Industrial
Realty Trust, Inc.’s Common Stockholders
|
$ | (1.52 | ) | $ | (0.76 | ) | $ | (3.25 | ) | $ | (2.10 | ) | $ | (2.28 | ) | |||||
|
Net (Loss) Income Available to First Industrial Realty Trust,
Inc.’s Common Stockholders
|
$ | (3.53 | ) | $ | (0.28 | ) | $ | 0.41 | $ | 2.90 | $ | 1.99 | ||||||||
|
Distributions Per Share
|
$ | 0.00 | $ | 0.00 | $ | 2.41 | $ | 2.85 | $ | 2.81 | ||||||||||
|
Basic and Diluted Weighted Average Number of Common
Shares Outstanding
|
62,953 | 48,695 | 43,193 | 44,086 | 44,012 | |||||||||||||||
|
Balance Sheet Data (End of Period):
|
||||||||||||||||||||
|
Real Estate, Before Accumulated Depreciation
|
$ | 2,618,767 | $ | 3,319,764 | $ | 3,385,597 | $ | 3,326,268 | $ | 3,219,728 | ||||||||||
|
Total Assets
|
2,750,054 | 3,204,586 | 3,223,501 | 3,257,888 | 3,224,215 | |||||||||||||||
|
Indebtedness (Inclusive of Indebtedness Held for Sale)
|
1,742,776 | 1,998,332 | 2,032,635 | 1,940,747 | 1,827,155 | |||||||||||||||
|
Total Equity
|
892,144 | 1,074,247 | 990,716 | 1,080,056 | 1,182,845 | |||||||||||||||
|
Other Data:
|
||||||||||||||||||||
|
Cash Flow From Operating Activities
|
$ | 83,189 | $ | 142,179 | $ | 71,185 | $ | 92,989 | $ | 59,551 | ||||||||||
|
Cash Flow From Investing Activities
|
(9,923 | ) | 4,777 | 6,274 | 126,909 | 129,147 | ||||||||||||||
|
Cash Flow From Financing Activities
|
(230,383 | ) | 32,724 | (79,754 | ) | (230,276 | ) | (180,800 | ) | |||||||||||
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion should be read in conjunction with
“Selected Financial Data” and the Consolidated
Financial Statements and Notes thereto appearing elsewhere in
this
Form 10-K.
In addition, the following discussion contains certain
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, and
Section 21E of the Exchange Act. We intend 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, and are
including this statement for purposes of complying with those
safe harbor provisions. Forward-looking statements, which are
based on certain assumptions and describe future plans,
strategies and expectations of the Company, are generally
identifiable by use of the words “believe,”
“expect,” “intend,” “anticipate,”
“estimate,” “project,” “seek,”
“target,” “potential,” “focus,”
“may,” “should” or similar expressions. Our
ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. 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 REITs) and actions of regulatory authorities
(including the IRS); our ability to qualify and maintain our
status as a REIT; the availability and attractiveness of
financing (including both public and private capital) to us and
to our potential counterparties; the availability and
attractiveness of terms
26
Table of Contents
of additional debt repurchases; interest rates; our credit
agency ratings; our ability to comply with applicable financial
covenants; competition; changes in supply and demand for
industrial properties (including land, the supply and demand for
which is inherently more volatile than other types of industrial
property) in the Company’s current and proposed market
areas; difficulties in consummating acquisitions and
dispositions; risks related to our investments in properties
through joint ventures; environmental liabilities; slippages in
development or
lease-up
schedules; tenant creditworthiness;
higher-than-expected
costs; changes in asset valuations and related impairment
charges; changes in general accounting principles, policies and
guidelines applicable to real estate investment trusts;
international business risks and those additional factors
described under the heading “Risk Factors” and in our
other filings with the SEC. We caution you not to place undue
reliance on forward looking statements, which reflect our
analysis only and speak only as of the date of this report or
the dates indicated in the statements. We assume no obligation
to update or supplement forward-looking statements.
The Company was organized in the state of Maryland on
August 10, 1993. We are a REIT, as defined in the Code. We
began operations on July 1, 1994. Our interests in our
properties and land parcels are held through partnerships,
corporations, and limited liability companies controlled,
directly or indirectly, by us, including First Industrial, L.P.
(the “Operating Partnership”), of which we are the
sole general partner, and through the old TRS prior to
September 1, 2009, and FI LLC, the new TRS and FRIP
subsequent to September 1, 2009. We also conduct operations
through other partnerships, corporations, and limited liability
companies, the operating data of which, together with that of
the Operating Partnership, FI LLC, FRIP and the TRSs, are
consolidated with that of the Company, as presented herein.
We also own noncontrolling equity interests in, and provide
services to, two joint ventures (the 2003 Net Lease Joint
Venture and the 2007 Europe Joint Venture). During 2010, we
provided various services to, and ultimately disposed of our
equity interests in, five joint ventures (the 2005
Development/Repositioning Joint Venture, the 2005 Core Joint
Venture, the 2006 Net Lease Co-Investment Program, the 2006
Land/Development Joint Venture and the 2007 Canada Joint
Venture). The Joint Ventures are accounted for under the equity
method of accounting. Accordingly, the operating data of our
Joint Ventures is not consolidated with that of the Company as
presented herein. On May 25, 2010, we sold our interest in
the 2006 Net Lease Co-Investment Program to our joint venture
partner. On August 5, 2010, we sold our interests in the
2005 Development/Repositioning Joint Venture, the 2005 Core
Joint Venture, the 2006 Land/Development Joint Venture and the
2007 Canada Joint Venture to our joint venture partner. The 2007
Europe Joint Venture does not own any properties. See
Note 5 to the Consolidated Financial Statements for more
information on the Joint Ventures.
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 debt reduction and access to external capital.
We generate revenue primarily from rental income and tenant
recoveries from long-term (generally three to six years)
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
rental income and tenant recoveries are a significant source of
funds, in addition to income generated from gains/losses 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
27
Table of Contents
financial condition, results of operations, cash flow and
ability to pay dividends on, and the market price of, our common
stock would be adversely affected.
Our revenue growth is also dependent, in part, on our ability to
acquire existing, and acquire and develop new, additional
industrial properties on favorable terms. The Company seeks to
identify opportunities to acquire existing industrial properties
on favorable terms, and, when conditions permit, also seeks to
identify opportunities 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, income from which, as discussed above, is a source of
funds for our distributions. 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 both 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 pay dividends on, and the market price of, our
common stock 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/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, for
our operations. Currently, a significant portion of our proceeds
from sales are being used to repay outstanding debt. Market
conditions permitting, however, a significant portion of our
proceeds from such sales may be used to fund the acquisition of
existing, 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 were 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 pay dividends
on, and the market price of, our common stock would be adversely
affected.
We utilize a portion of the net sales proceeds from property
sales, borrowings under our 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 to fund acquisitions and developments or through the
issuance, when and as warranted, of additional equity
securities. Our ability to access external capital on favorable
terms is dependent on various factors, including general market
conditions, interest rates, credit ratings on our capital stock
and debt, the market’s perception of our growth potential,
our current and potential future earnings and cash distributions
and the market price of our capital stock. If we were unable to
access external capital on favorable terms, our financial
condition, results of operations, cash flow and ability to pay
dividends on, and the market price of, our common stock would be
adversely affected.
28
Table of Contents
CRITICAL
ACCOUNTING POLICIES
Our significant accounting policies are described in more detail
in Note 3 to the Consolidated Financial Statements. We
believe the following critical accounting policies relate to the
more significant judgments and estimates used in the preparation
of our consolidated financial statements.
| • | We maintain an allowance for doubtful accounts which is based on estimates of potential losses which could result from the inability of our tenants to satisfy outstanding billings with us. The allowance for doubtful accounts is an estimate based on our assessment of the creditworthiness of our tenants. | |
| • | We review our properties on a periodic basis for possible impairment and provide a provision if impairments are determined. We utilize the guidelines established under the Financial Accounting Standards Board’s (the “FASB”) guidance for accounting for the impairment of long lived assets to determine if impairment conditions exist. We review the expected undiscounted cash flows of each property to determine if there are any indications of impairment. If the expected undiscounted cash flows of a particular property are less than the net book basis of the property, we will recognize an impairment charge equal to the amount of carrying value of the property that exceeds the fair value of the property. Fair value is determined by discounting the future expected cash flows of the property. The preparation of the undiscounted cash flows and the calculation of fair value involve subjective assumptions such as estimated occupancy, rental rates, ultimate residual value and hold period. The discount rate used to present value the cash flows for determining fair value is also subjective. | |
| • | Properties are classified as held for sale when all criteria within the FASB’s guidance relating to the disposal of long lived assets are met for such properties. When properties are classified as held for sale, we cease depreciating the properties and estimate the values of such properties and measure them at the lower of depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, we decide not to sell a property previously classified as held for sale, we will reclassify such property as held and used. We estimate the value of such property and measure it at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. Fair value is determined by deducting from the estimated sales price of the property the estimated costs to close the sale. | |
| • | We analyze our investments in Joint Ventures to determine whether the joint ventures should be accounted for under the equity method of accounting or consolidated into our financial statements based on standards set forth under the FASB’s guidance relating to the consolidation of variable interest entities. Based on the guidance set forth in these pronouncements, we do not consolidate any of our joint venture investments because either the joint venture has been determined to be a variable interest entity but we are not the primary beneficiary or the joint venture has been determined not to be a variable interest entity and we lack control of the joint venture. Our assessment of whether we are the primary beneficiary of a variable interest entity involves the consideration of various factors including the form of our ownership interest, our representation on the entity’s governing body, the size of our investment and future cash flows of the entity. | |
| • | On a periodic basis, we assess whether there are any indicators that the value of our investments in Joint Ventures may be impaired. An investment is impaired only if our estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment. Our estimates of fair value for each investment are based on a number of subjective assumptions that are subject to economic and market uncertainties including, among others, demand for space, market rental rates and operating costs, the discount rate used to value the cash flows of the properties and the discount rate used to value the Joint Ventures’ debt. |
29
Table of Contents
| • | We capitalize (direct and certain indirect) costs incurred in developing, renovating, acquiring and rehabilitating real estate assets as part of the investment basis. Costs incurred in making certain other improvements are also capitalized. During the land development and construction periods, we capitalize interest costs, real estate taxes and certain general and administrative costs of the personnel performing development, renovations or rehabilitation up to the time the property is substantially complete. The determination and calculation of certain costs requires estimates by us. Amounts included in capitalized costs are included in the investment basis of real estate assets. | |
| • | We are engaged in the acquisition of individual properties as well as multi-property portfolios. We are required to allocate purchase price between land, building, tenant improvements, leasing commissions, in-place leases, tenant relationships and above and below market leases. Above-market and below-market lease values for acquired properties are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) our estimate of fair market lease rents for each corresponding in-place lease. Acquired above and below market leases are amortized over the remaining non-cancelable terms of the respective leases as an adjustment to rental income. In-place lease and tenant relationship values for acquired properties are recorded based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the respective tenant. The value allocated to in-place lease intangible assets is amortized to depreciation and amortization expense over the remaining lease term of the respective lease. The value allocated to tenant relationships is amortized to depreciation and amortization expense over the expected term of the relationship, which includes an estimate of the probability of lease renewal and its estimated term. We also must allocate purchase price on multi-property portfolios to individual properties. The allocation of purchase price is based on our assessment of various characteristics of the markets where the property is located and the expected cash flows of the property. | |
| • | In the preparation of our consolidated financial statements, significant management judgment is required to estimate our current and deferred income tax liabilities, and our compliance with REIT qualification requirements. Our estimates are based on our interpretation of tax laws. These estimates may have an impact on the income tax expense recognized. Adjustments may be required by a change in assessment of our deferred income tax assets and liabilities, changes due to audit adjustments by federal and state tax authorities, our inability to qualify as a REIT, and changes in tax laws. Adjustments required in any given period are included within the income tax provision. | |
| • | In assessing the need for a valuation allowance against our deferred tax assets, we estimate future taxable income, considering the feasibility of ongoing tax planning strategies and the realizability of tax loss carryforwards. In the event we were to determine that we would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made. |
RESULTS
OF OPERATIONS
Comparison
of Year Ended December 31, 2010 to Year Ended
December 31, 2009
Our net loss available to First Industrial Realty Trust,
Inc.’s common stockholders and participating securities was
$222.5 million and $13.8 million for the years ended
December 31, 2010 and 2009, respectively. Basic and diluted
net loss available to First Industrial Realty Trust, Inc.’s
common stockholders were $3.53 per share for the year ended
December 31, 2010 and $0.28 per share for the year ended
December 31, 2009.
The tables below summarize our revenues, property and
construction expenses and depreciation and other amortization by
various categories for the years ended December 31, 2010
and December 31, 2009. Same store properties are properties
owned prior to January 1, 2009 and held as an operating
property through
30
Table of Contents
December 31, 2010 and developments and redevelopments that
were placed in service prior to January 1, 2009 or were
substantially completed for the 12 months prior to
January 1, 2009. Properties which are at least 75% occupied
at acquisition are placed in service. All other properties are
placed in service as they reach the earlier of
a) stabilized occupancy (generally defined as 90%
occupied), or b) one year subsequent to acquisition or
development completion. Acquired properties are properties that
were acquired subsequent to December 31, 2008 and held as
an operating property through December 31, 2010. Sold
properties are properties that were sold subsequent to
December 31, 2008. (Re)Developments and land are land
parcels and developments and redevelopments that were not:
a) substantially complete 12 months prior to
January 1, 2009 or b) stabilized prior to
January 1, 2009. Other revenues are derived from the
operations of our maintenance company, fees earned from our
Joint Ventures and other miscellaneous revenues. Construction
revenues and expenses represent revenues earned and expenses
incurred in connection with the TRSs acting as development
manager to construct industrial properties and also include
revenues and expenses related to the development and sale of
properties built for third parties. Other expenses are derived
from the operations of our maintenance company and other
miscellaneous regional expenses.
Our future financial condition and results of operations,
including rental revenues, may be impacted by the future
acquisition and sale of properties. Our future revenues and
expenses may vary materially from historical rates.
For the years ended December 31, 2010 and December 31,
2009, the occupancy rates of our same store properties were
83.1% and 83.5%, respectively.
| 2010 | 2009 | $ Change | % Change | |||||||||||||
| ($ in 000’s) | ||||||||||||||||
|
REVENUES
|
||||||||||||||||
|
Same Store Properties
|
$ | 325,280 | $ | 331,917 | $ | (6,637 | ) | (2.0 | )% | |||||||
|
Acquired Properties
|
1,133 | — | 1,133 | — | ||||||||||||
|
Sold Properties
|
1,314 | 9,944 | (8,630 | ) | (86.8 | )% | ||||||||||
|
(Re)Developments and Land, Not Included Above
|
11,870 | 7,044 | 4,826 | 68.5 | % | |||||||||||
|
Other
|
8,793 | 17,560 | (8,767 | ) | (49.9 | )% | ||||||||||
| $ | 348,390 | $ | 366,465 | $ | (18,075 | ) | (4.9 | )% | ||||||||
|
Discontinued Operations
|
(60,718 | ) | (69,584 | ) | 8,866 | (12.7 | )% | |||||||||
|
Subtotal Revenues
|
$ | 287,672 | $ | 296,881 | $ | (9,209 | ) | (3.1 | )% | |||||||
|
Construction Revenues
|
869 | 54,957 | (54,088 | ) | (98.4 | )% | ||||||||||
|
Total Revenues
|
$ | 288,541 | $ | 351,838 | $ | (63,297 | ) | (18.0 | )% | |||||||
Revenues from same store properties decreased $6.6 million
due primarily to a a decrease in rental rates and a decrease in
occupancy. Revenues from acquired properties increased
$1.1 million due to the three industrial properties
acquired subsequent to December 31, 2008 totaling
approximately 0.5 million square feet of GLA. Revenues from
sold properties decreased $8.6 million due to the 28
industrial properties and one leased land parcel sold subsequent
to December 31, 2008 totaling approximately
3.0 million square feet of GLA. Revenues from
(re)developments and land increased $4.8 million primarily
due to an increase in occupancy. Other revenues decreased
$8.8 million due primarily to a decrease in fees earned
from our Joint Ventures. Construction revenues decreased
$54.1 million primarily due to the substantial completion
prior to December 31, 2009 of certain development projects
for which we were acting in the capacity of development manager.
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Table of Contents
| 2010 | 2009 | $ Change | % Change | |||||||||||||
| ($ in 000’s) | ||||||||||||||||
|
PROPERTY AND CONSTRUCTION EXPENSES
|
||||||||||||||||
|
Same Store Properties
|
$ | 103,148 | $ | 105,341 | $ | (2,193 | ) | (2.1 | )% | |||||||
|
Acquired Properties
|
200 | — | 200 | — | ||||||||||||
|
Sold Properties
|
713 | 2,940 | (2,227 | ) | (75.7 | )% | ||||||||||
|
(Re) Developments and Land, Not Included Above
|
3,676 | 3,736 | (60 | ) | (1.6 | )% | ||||||||||
|
Other
|
12,735 | 14,229 | (1,494 | ) | (10.5 | )% | ||||||||||
| $ | 120,472 | $ | 126,246 | $ | (5,774 | ) | (4.6 | )% | ||||||||
|
Discontinued Operations
|
(25,747 | ) | (28,819 | ) | 3,072 | (10.7 | )% | |||||||||
|
Property Expenses
|
$ | 94,725 | $ | 97,427 | $ | (2,702 | ) | (2.8 | )% | |||||||
|
Construction Expenses
|
507 | 52,720 | (52,213 | ) | (99.0 | )% | ||||||||||
|
Total Property and Construction Expenses
|
$ | 95,232 | $ | 150,147 | $ | (54,915 | ) | (36.6 | )% | |||||||
Property expenses include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other
property related expenses. Property expenses from same store
properties decreased $2.2 million due primarily to a
decrease in bad debt expense. Property expenses from acquired
properties increased $0.2 million due to properties
acquired subsequent to December 31, 2008. Property expenses
from sold properties decreased $2.2 million due to
properties sold subsequent to December 31, 2008. Property
expenses from (re)developments and land remained relatively
unchanged. The $1.5 million decrease in other expense is
primarily attributable to a decrease in compensation.
Construction expenses decreased $52.2 million primarily due
to the substantial completion prior to December 31, 2009 of
certain development projects for which we were acting in the
capacity of development manager.
General and administrative expense decreased $11.2 million,
or 29.7%, due primarily to a decrease in compensation resulting
from the reduction in employee headcount occurring in 2009 and
2010, a decrease in rent expense resulting from office closings
in 2009 and 2010 and a decrease in legal and professional
services, partially offset by an increase in lawsuit settlements.
We committed to a plan to reduce organizational and overhead
costs in October 2008 and have subsequently modified that plan
with the goal of further reducing these costs. For the year
ended December 31, 2010, we recognized $1.9 million in
restructuring charges to provide for employee severance and
benefits ($0.5 million), costs associated with the
termination of certain office leases ($0.7 million) and
other costs ($0.7 million) associated with implementing our
restructuring plan. Due to the timing of certain related
expenses, we expect to record a total of approximately
$1.5 million of additional restructuring charges in
subsequent quarters. We also anticipate a continued reduction of
general and administrative expense in 2011 compared to 2010 as a
result of the employee terminations and office closings that
were a part of our restructuring plan in 2010.
For the year ended December 31, 2009, we recorded as
restructuring costs a pre-tax charge of $7.8 million to
provide for employee severance and benefits ($5.2 million),
costs associated with the termination of certain office leases
($1.9 million) and other costs ($0.7 million)
associated with implementing the restructuring plan.
Due to the expected amendment to our Unsecured Credit Facility
in 2010 we reassessed the holding period of our Non-Strategic
Assets. As a result of the reassessment, we recorded an
impairment loss in the amount of $163.9 million during the
third quarter of 2010 on 129 industrial properties comprising
approximately 10.6 million square feet of GLA and land
parcels comprising approximately 503 gross acres. During
the fourth quarter of 2010, we recorded an additional impairment
loss to certain Non-Strategic Assets in the amount of
$21.5 million. The additional charge is primarily comprised
of estimated closing costs on 118 industrial properties
comprising 10.4 million square feet of GLA and land parcels
comprising approximately 449 gross acres classified as held
for sale, as well as additional impairment related to certain
industrial properties and land parcels due to a change in our
estimates of fair value based upon recent market
32
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information, including receipt of third party purchase offers.
For the year ended December 31, 2010, $158.7 million
of the impairment loss is included in discontinued operations
because our Non-Strategic Assets (except one industrial property
comprising approximately 0.3 million square feet of GLA)
are classified as held for sale at December 31, 2010. In
addition, in connection with the negotiation of a new lease, we
recorded an impairment loss in the amount of $9.2 million
on one property in Grand Rapids, Michigan during the first
quarter of 2010 (see Note 4 to the Consolidated Financial
Statements). Additional impairments may be necessary in the
future in the event that market conditions continue to
deteriorate and impact the factors used to estimate fair value
or in the event that we change our intent to hold a property.
As a result of adverse conditions in the credit and real estate
markets, we determined in the third quarter of 2009 that an
impairment loss in the amount of $6.9 million should be
recorded on one property in the Inland Empire market
($1.3 million of this impairment loss is included in
discontinued operations for the year ended December 31,
2009 because one building of the two-building property is
classified as held for sale at December 31, 2010).
| 2010 | 2009 | $ Change | % Change | |||||||||||||
| ($ in 000’s) | ||||||||||||||||
|
DEPRECIATION AND OTHER AMORTIZATION
|
||||||||||||||||
|
Same Store Properties
|
$ | 128,089 | $ | 138,313 | $ | (10,224 | ) | (7.4 | )% | |||||||
|
Acquired Properties
|
603 | — | 603 | — | ||||||||||||
|
Sold Properties
|
664 | 4,798 | (4,134 | ) | (86.2 | )% | ||||||||||
|
(Re) Developments and Land, Not Included Above
|
5,240 | 4,560 | 680 | 14.9 | % | |||||||||||
|
Corporate Furniture, Fixtures and Equipment
|
1,975 | 2,192 | (217 | ) | (9.9 | )% | ||||||||||
| $ | 136,571 | $ | 149,863 | $ | (13,292 | ) | (8.9 | )% | ||||||||
|
Discontinued Operations
|
(25,054 | ) | (35,471 | ) | 10,417 | (29.4 | )% | |||||||||
|
Total Depreciation and Other Amortization
|
$ | 111,517 | $ | 114,392 | $ | (2,875 | ) | (2.5 | )% | |||||||
Depreciation and other amortization for same store properties
decreased $10.2 million due primarily to accelerated
depreciation and amortization taken during the year ended
December 31, 2009 attributable to certain tenants who
terminated their lease early as well the cessation of
depreciation and amortization of the Non-Strategic Assets that
qualified for held for sale classification during the fourth
quarter of 2010. Depreciation and other amortization from
acquired properties increased $0.6 million due to
properties acquired subsequent to December 31, 2008.
Depreciation and other amortization from sold properties
decreased $4.1 million due to properties sold subsequent to
December 31, 2008. Depreciation and other amortization for
(re)developments and land and other increased $0.7 million
due primarily to an increase in the substantial completion of
developments. Corporate furniture, fixtures and equipment
decreased $0.2 million primarily due to accelerated
depreciation on furniture, fixtures and equipment taken in 2009
related to the termination of certain office leases.
Interest income increased $1.3 million, or 41.5%, due
primarily to an increase in the weighted average mortgage loans
receivable balance outstanding for the year ended
December 31, 2010 as compared to the year ended
December 31, 2009.
Interest expense, inclusive of $0.1 million and
$0.5 million of interest expense included in discontinued
operations for the years ended December 31, 2010 and 2009,
respectively, decreased $9.3 million, or 8.0%, primarily
due to a decrease in the weighted average debt balance
outstanding for the year ended December 31, 2010
($1,867.8 million), as compared to the year ended
December 31, 2009 ($2,050.5 million), offset by an
increase in the weighted average interest rate for the year
ended December 31, 2010 (5.68%), as compared to the year
ended December 31, 2009 (5.64%) and by a decrease in
capitalized interest for the year ended December 31, 2010
due to a decrease in development activities.
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Table of Contents
Amortization of deferred financing costs increased
$0.4 million, or 14.6%, due primarily to an increase in
costs related to the amendment of our Unsecured Credit Facility
in October 2010 and the origination of mortgage financings
during 2010 and 2009, partially offset by expensing of
capitalized loan fees as a result of the repurchase and
retirement of certain of our senior unsecured notes. The net
unamortized deferred financing fees related to the prior line of
credit are amortized over the remaining amortization period,
except for $0.2 million of unamortized deferred financing
costs that were expensed as a result of the decrease in the
capacity of the Unsecured Credit Facility, which is included in
(Loss) Gain From Early Retirement of Debt for the year ended
December 31, 2010.
In October 2008, we entered into an interest rate swap agreement
(the “Series F Agreement”) to mitigate our
exposure to floating interest rates related to the coupon reset
of the Company’s Series F Preferred Stock. The
Series F Agreement has a notional value of
$50.0 million and is effective from April 1, 2009
through October 1, 2013. The Series F Agreement fixes
the
30-year
U.S. Treasury rate at 5.2175%. We recorded
$1.1 million in mark to market loss, inclusive of reset
payments, which is included in
Mark-to-Market
(Loss) Gain on Interest Rate Protection Agreements for the year
ended December 31, 2010, as compared to $2.7 million
in mark to market gain, inclusive of reset payments, for the
year ended December 31, 2009. Additionally included in
Mark-to-Market
Gain on Interest Rate Protection Agreements for the year ended
December 31, 2009 is $1.0 million related to two
forward starting swaps. In January 2008, we entered into two
forward starting swaps each with a notional value of
$59.8 million, which fixed the interest rate on forecasted
debt offerings. We designated both swaps as cash flow hedges.
The rates on the forecasted debt issuances underlying the swaps
locked on March 20, 2009 (the “Forward Starting
Agreement 1”) and on April 6, 2009 (the “Forward
Starting Agreement 2”), and as such, the swaps ceased to
qualify for hedge accounting. The change in value of Forward
Starting Agreement 1 and Forward Starting Agreement 2 from the
respective day the interest rate on the underlying debt locked
until settlement was $1.0 million and is included in
Mark-to-Market
Gain on Interest Rate Protection Agreements for the year ended
December 31, 2009.
For the year ended December 31, 2010, we recognized a net
loss from early retirement of debt of $4.3 million due
primarily to the redemption of our 2011 Notes. For the year
ended December 31, 2009, we recognized a $34.6 million
gain from early retirement of debt due to the partial repurchase
of certain series of our senior unsecured notes.
Foreign currency exchange loss of $0.2 million for the year
ended December 31, 2010 relates to the Company’s
wind-down of its operations in Europe.
The Gain on Sale of Joint Venture Interests of
$11.2 million for the year ended December 31, 2010
relates to the sale of our 10% equity interests in each of the
2005 Development/Repositioning Joint Venture, the 2005 Core
Joint Venture, the 2006 Land/Development Joint Venture and the
2007 Canada Joint Venture to our joint venture partner on
August 5, 2010. Additionally, the gain includes
approximately $2.7 million of proceeds related to the
separate sales of three industrial properties by the Joint
Ventures during August and October 2010 for which, in accordance
with the sale agreement, we were entitled to a final
distribution.
For the year ended December 31, 2010, Equity in Income of
Joint Ventures was $0.7 million, as compared to Equity in
Loss of Joint Ventures of $6.5 million for the year ended
December 31, 2009. The variance of $7.2 million is due
primarily to impairment losses of $5.6 million we recorded
during the year ended December 31, 2009 related to the 2006
Net Lease Co-Investment Program as a result of adverse
conditions in the credit and real estate markets and also due to
the gain on sale of our 15% interest in the 2006 Net Lease
Co-Investment Program which occurred during the year ended
December 31, 2010, partially offset by a decrease in our
pro rata share of gain on sale of real estate and earn outs on
property sales from the 2005 Development/Repositioning Joint
Venture and a decrease in our pro rata share of income from the
2005 Core Joint Venture during the year ended December 31,
2010, as compared to the year ended December 31, 2009.
For the year ended December 31, 2010, we recorded an income
tax provision of $3.3 million, as compared to an income tax
benefit of $23.2 million for the year ended
December 31, 2009. The variance of $26.5 million is
due primarily to a loss carryback generated from the tax
liquidation of the old TRS for the
34
Table of Contents
year ended December 31, 2009 as well as an increase in
state taxes related to an unfavorable court decision on business
loss carryforwards in the State of Michigan for the year ended
December 31, 2010.
The following table summarizes certain information regarding the
industrial properties included in discontinued operations for
the years ended December 31, 2010 and December 31,
2009.
| 2010 | 2009 | |||||||
| ($ in 000’s) | ||||||||
|
Total Revenues
|
$ | 60,718 | $ | 69,584 | ||||
|
Property Expenses
|
(25,747 | ) | (28,819 | ) | ||||
|
Impairment Loss
|
(158,699 | ) | (1,317 | ) | ||||
|
Depreciation and Amortization
|
(25,054 | ) | (35,471 | ) | ||||
|
Interest Expense
|
(64 | ) | (502 | ) | ||||
|
Gain on Sale of Real Estate
|
11,092 | 24,206 | ||||||
|
Provision for Income Taxes
|
— | (1,824 | ) | |||||
|
Income from Discontinued Operations
|
$ | (137,754 | ) | $ | 25,857 | |||
Loss from discontinued operations for the year ended
December 31, 2010 reflects the results of operations and
gain on sale of real estate relating to 13 industrial properties
and one land parcel that generated ground rental revenue that
were sold during the year ended December 31, 2010 and the
results of operations of 192 industrial properties that were
identified as held for sale at December 31, 2010.
Income from discontinued operations for the year ended
December 31, 2009 reflects the results of operations and
gain on sale of real estate relating to 15 industrial properties
that were sold during the year ended December 31, 2009, the
results of operations of 13 industrial properties and one land
parcel that generated ground rental revenue that were sold
during the year ended December 31, 2010 and the results of
operations of the 192 industrial properties identified as held
for sale at December 31, 2010.
The $0.9 million gain on sale of real estate for the year
ended December 31, 2010 resulted from the sale of several
land parcels that do not meet the criteria for inclusion in
discontinued operations. The $0.4 million gain on sale of
real estate for the year ended December 31, 2009 resulted
from the sale of several land parcels that do not meet the
criteria established for inclusion in discontinued operations.
Comparison
of Year Ended December 31, 2009 to Year Ended
December 31, 2008
Our net (loss) income available to First Industrial Realty
Trust, Inc.’s common stockholders and participating
securities was $(13.8) million and $20.2 million for
the years ended December 31, 2009 and 2008, respectively.
Basic and diluted net (loss) income available to First
Industrial Realty Trust, Inc.’s common stockholders were
$(0.28) per share for the year ended December 31, 2009 and
$0.41 per share for the year ended December 31, 2008.
The tables below summarize our revenues, property and
construction expenses and depreciation and other amortization by
various categories for the years ended December 31, 2009
and December 31, 2008. Same store properties are properties
owned prior to January 1, 2008 and held as an operating
property through December 31, 2009 and developments and
redevelopments that were placed in service prior to
January 1, 2008 or were substantially completed for the
12 months prior to January 1, 2008. Properties which
are at least 75% occupied at acquisition are placed in service.
All other properties are placed in service as they reach the
earlier of a) stabilized occupancy (generally defined as
90% occupied), or b) one year subsequent to acquisition or
development completion. Acquired properties are properties that
were acquired subsequent to December 31, 2007 and held as
an operating property through December 31, 2009. Sold
properties are properties that were sold subsequent to
December 31, 2007. (Re)Developments and land are land
parcels and developments and redevelopments that were not:
a) substantially complete 12 months prior to
January 1, 2008 or b) stabilized prior to
January 1, 2008. Other revenues are derived from the
operations of our maintenance company, fees earned from our
Joint Ventures and other miscellaneous revenues. Construction
revenues and expenses represent revenues earned and expenses
incurred in connection with the old TRS acting as general
contractor
35
Table of Contents
or development manager to construct industrial properties,
including industrial properties for the 2006
Development/Repositioning Joint Venture, and also include
revenues and expenses related to the development of properties
for third parties. Other expenses are derived from the
operations of our maintenance company and other miscellaneous
regional expenses.
Our future financial condition and results of operations,
including rental revenues, may be impacted by the future
acquisition and sale of properties. Our future revenues and
expenses may vary materially from historical rates.
For the years ended December 31, 2009 and December 31,
2008, the occupancy rates of our same store properties were
84.2% and 88.6%, respectively.
| 2009 | 2008 | $ Change | % Change | |||||||||||||
| ($ in 000’s) | ||||||||||||||||
|
REVENUES
|
||||||||||||||||
|
Same Store Properties
|
$ | 291,812 | $ | 310,791 | $ | (18,979 | ) | (6.1 | )% | |||||||
|
Acquired Properties
|
28,594 | 15,202 | 13,392 | 88.1 | % | |||||||||||
|
Sold Properties
|
5,458 | 38,208 | (32,750 | ) | (85.7 | )% | ||||||||||
|
(Re)Developments and Land, Not Included Above
|
23,043 | 14,894 | 8,149 | 54.7 | % | |||||||||||
|
Other
|
17,558 | 28,893 | (11,335 | ) | (39.2 | )% | ||||||||||
| $ | 366,465 | $ | 407,988 | $ | (41,523 | ) | (10.2 | )% | ||||||||
|
Discontinued Operations
|
(69,584 | ) | (111,536 | ) | 41,952 | (37.6 | )% | |||||||||
|
Subtotal Revenues
|
$ | 296,881 | $ | 296,452 | $ | 429 | 0.1 | % | ||||||||
|
Construction Revenues
|
54,957 | 147,299 | (92,342 | ) | (62.7 | )% | ||||||||||
|
Total Revenues
|
$ | 351,838 | $ | 443,751 | $ | (91,913 | ) | (20.7 | )% | |||||||
Revenues from same store properties decreased $19.0 million
due primarily to a decrease in occupancy and a decrease in
tenant recoveries due to a decrease in property expenses.
Revenues from acquired properties increased $13.4 million
due to the 26 industrial properties acquired subsequent to
December 31, 2007 totaling approximately 3.1 million
square feet of GLA, as well as acquisitions of land parcels in
September and October 2008 for which we receive ground rents.
Revenues from sold properties decreased $32.8 million due
to the 129 industrial properties sold subsequent to
December 31, 2007 totaling approximately 11.1 million
square feet of GLA. Revenues from (re)developments and land
increased $8.1 million primarily due to an increase in
occupancy. Other revenues decreased $11.3 million due
primarily to a decrease in development fees earned from our
Joint Ventures and a decrease in fees earned related to us
assigning our interest in certain purchase contracts to third
parties for consideration. Construction revenues decreased
$92.3 million primarily due to the substantial completion
of certain development projects for which we were acting in the
capacity of development manager, offset by a development project
that commenced in August 2008 for which we are acting in the
capacity of development manager.
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Table of Contents
| 2009 | 2008 | $ Change | % Change | |||||||||||||
| ($ in 000’s) | ||||||||||||||||
|
PROPERTY AND CONSTRUCTION EXPENSES
|
||||||||||||||||
|
Same Store Properties
|
$ | 95,140 | $ | 101,999 | $ | (6,859 | ) | (6.7 | )% | |||||||
|
Acquired Properties
|
6,852 | 3,324 | 3,528 | 106.1 | % | |||||||||||
|
Sold Properties
|
1,437 | 12,428 | (10,991 | ) | (88.4 | )% | ||||||||||
|
(Re) Developments and Land, Not Included Above
|
8,588 | 7,444 | 1,144 | 15.4 | % | |||||||||||
|
Other
|
14,229 | 10,422 | 3,807 | 36.5 | % | |||||||||||
| $ | 126,246 | $ | 135,617 | $ | (9,371 | ) | (6.9 | )% | ||||||||
|
Discontinued Operations
|
(28,819 | ) | (42,509 | ) | 13,690 | (32.2 | )% | |||||||||
|
Property Expenses
|
$ | 97,427 | $ | 93,108 | $ | 4,319 | 4.6 | % | ||||||||
|
Construction Expenses
|
52,720 | 139,539 | (86,819 | ) | (62.2 | )% | ||||||||||
|
Total Property and Construction Expenses
|
$ | 150,147 | $ | 232,647 | $ | (82,500 | ) | (35.5 | )% | |||||||
Property expenses include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other
property related expenses. Property expenses from same store
properties decreased $6.9 million due primarily to a
decrease in real estate tax expense and repairs and maintenance
expense. Property expenses from acquired properties increased
$3.5 million due to properties acquired subsequent to
December 31, 2007. Property expenses from sold properties
decreased $11.0 million due to properties sold subsequent
to December 31, 2007. Property expenses from
(re)developments and land increased $1.1 million due to an
increase in the substantial completion of developments. Expenses
are no longer capitalized to the basis of a property once the
development is substantially complete. The $3.8 million
increase in other expense is primarily attributable to an
increase in incentive compensation. Construction expenses
decreased $86.8 million primarily due to the substantial
completion of certain development projects for which we were
acting in the capacity of development manager, offset by a
development project that commenced in August 2008 for which we
are acting in the capacity of development manager.
General and administrative expense decreased $47.1 million,
or 55.4%, due primarily to a decrease in compensation resulting
from the reduction in employee headcount occurring in 2008 and
during 2009 as well as a decrease in professional services,
marketing, travel and entertainment expenses and costs
associated with the pursuit of acquisitions of real estate that
were abandoned.
We committed to a plan to reduce organizational and overhead
costs in October 2008. On February 25 and September 25,
2009, we committed to additional modifications to the plan
consisting of further organizational and overhead cost
reductions. For the year ended December 31, 2009, we
recorded as restructuring costs a pre-tax charge of
$7.8 million to provide for employee severance and benefits
($5.2 million), costs associated with the termination of
certain office leases ($1.9 million) and other costs
($0.7 million) associated with implementing the
restructuring plan.
For the year ended December 31, 2008, we incurred
$27.3 million in restructuring charges related to employee
severance and benefits ($24.8 million), costs associated
with the termination of certain office leases
($1.2 million) and contract cancellation and other costs
($1.3 million) related to our restructuring plan to reduce
overhead costs.
As a result of adverse conditions in the credit and real estate
markets, we determined in the third quarter of 2009 that an
impairment loss in the amount of $6.9 million should be
recorded on one property in the Inland Empire market
($1.3 million of this impairment loss is included in
discontinued operations for the year ended December 31,
2009 because one building of the two-building property is
classified as held for sale at December 31, 2010).
Additional impairments may be necessary in the future in the
event that market conditions continue to deteriorate and impact
the factors used to estimate fair value.
37
Table of Contents
| 2009 | 2008 | $ Change | % Change | |||||||||||||
| ($ in 000’s) | ||||||||||||||||
|
DEPRECIATION AND OTHER AMORTIZATION
|
||||||||||||||||
|
Same Store Properties
|
$ | 120,865 | $ | 135,553 | $ | (14,688 | ) | (10.8 | )% | |||||||
|
Acquired Properties
|
13,657 | 11,038 | 2,619 | 23.7 | % | |||||||||||
|
Sold Properties
|
2,000 | 11,173 | (9,173 | ) | (82.1 | )% | ||||||||||
|
(Re) Developments and Land, Not Included Above
|
11,149 | 7,951 | 3,198 | 40.2 | % | |||||||||||
|
Corporate Furniture, Fixtures and Equipment
|
2,192 | 2,257 | (65 | ) | (2.9 | )% | ||||||||||
| $ | 149,863 | $ | 167,972 | $ | (18,109 | ) | (10.8 | )% | ||||||||
|
Discontinued Operations
|
(35,471 | ) | (52,253 | ) | 16,782 | (32.1 | )% | |||||||||
|
Total Depreciation and Other Amortization
|
$ | 114,392 | $ | 115,719 | $ | (1,327 | ) | (1.1 | )% | |||||||
Depreciation and other amortization for same store properties
decreased $14.7 million due primarily to accelerated
depreciation and amortization taken during the year ended
December 31, 2008 attributable to certain tenants who
terminated their lease early. Depreciation and other
amortization from acquired properties increased
$2.6 million due to properties acquired subsequent to
December 31, 2007. Depreciation and other amortization from
sold properties decreased $9.2 million due to properties
sold subsequent to December 31, 2007. Depreciation and
other amortization for (re)developments and land and other
increased $3.2 million due primarily to an increase in the
substantial completion of developments.
Interest income decreased $0.6 million, or 16.4%, due
primarily to a decrease in the weighted average interest rate
earned on our cash accounts during the year ended
December 31, 2009, as compared to the year ended
December 31, 2008, partially offset by an increase in the
weighted average mortgage loans receivable balance outstanding
for the year ended December 31, 2009.
Interest expense, inclusive of $0.5 million and
$0.5 million of interest expense included in discontinued
operations for the years ended December 31, 2009 and 2008,
respectively, increased $2.3 million, or 2.0%, primarily
due to an increase in the weighted average debt balance
outstanding for the year ended December 31, 2009
($2,050.5 million), as compared to the year ended
December 31, 2008 ($2,026.5 million) and a decrease in
capitalized interest for the year ended December 31, 2009
due to a decrease in development activities, partially offset by
a decrease in the weighted average interest rate for the year
ended December 31, 2009 (5.64%), as compared to the year
ended December 31, 2008 (5.97%).
Amortization of deferred financing costs increased
$0.2 million, or 6.7%, due primarily to loan fees related
to $339.8 million in mortgage loan payables we obtained
during the year ended December 31, 2009, partially offset
by the write-off of loan fees related to the repurchase and
retirement of certain of our senior unsecured notes.
In October 2008, we entered into the Series F Agreement to
mitigate our exposure to floating interest rates related to the
coupon reset of the Company’s Series F Preferred
Stock. The Series F Agreement has a notional value of
$50.0 million and is effective from April 1, 2009
through October 1, 2013. The Series F Agreement fixes
the
30-year
U.S. Treasury rate at 5.2175%. We recorded
$3.2 million in mark to market gain, offset by
$0.5 million payments, which is included in
Mark-to-Market
Gain (Loss) on Interest Rate Protection Agreements for the year
ended December 31, 2009. We recorded $3.1 million in
mark to market loss which is included in
Mark-to-Market
Gain (Loss) on Interest Rate Protection Agreements for the year
ended December 31, 2008.
In January 2008, we entered into two forward starting swaps each
with a notional value of $59.8 million, which fixed the
interest rate on forecasted debt offerings. We designated
Forward Starting Agreement 1 and Forward Starting Agreement 2 as
cash flow hedges. The rates on Starting Agreement 1 and Forward
Starting Agreement 2 locked on March 20, 2009 and on
April 6, 2009, respectively, and as such, the swaps ceased
to qualify for hedge accounting. The change in value of Forward
Starting Agreement 1 and Forward Starting
38
Table of Contents
Agreement 2 from the respective day the interest rate on the
underlying debt locked until settlement is $1.0 million and
is included in
Mark-to-Market
Gain on Interest Rate Protection Agreements for the year ended
December 31, 2009.
For the years ended December 31, 2009 and 2008, we
recognized a net gain from early retirement of debt of
$34.6 million and $2.7 million, respectively, due to
the partial repurchase of certain series of our senior unsecured
notes.
Equity in loss of Joint Ventures decreased approximately
$26.7 million, or 80.5%, due primarily to a decrease in
impairment loss during the year ended December 31, 2009 as
compared to the year ended December 31, 2008. During 2008,
we recorded impairment losses of $25.8 million,
$10.1 million, $3.2 million, $2.2 million and
$1.2 million related to the 2005 Development/Repositioning
Joint Venture, 2006 Land/Development Joint Venture, the 2005
Core Joint Venture, the 2006 Net Lease Co-Investment Program and
the 2003 Net Lease Joint Venture, respectively. During 2009, we
recorded impairment losses of $5.6 million and
$1.6 million related to the 2006 Net Lease Co-Investment
Program and the 2003 Net Lease Joint Venture, respectively. The
decrease in impairment loss recorded is offset by a decrease in
our pro rata share of gain on sale of real estate and earn outs
on property sales from the 2005 Core Joint Venture and from the
2005 Development/Repositioning Joint Venture during the year
ended December 31, 2009 as compared to the year ended
December 31, 2008.
The income tax benefit (included in continuing operations,
discontinued operations and gain on sale) increased
$18.9 million, or 440.8%, due primarily to a loss carryback
generated from the tax liquidation of the old TRS and a decrease
in state income taxes due to the reversal of prior tax expense
related to a favorable court decision on business loss
carryforwards in the State of Michigan.
The following table summarizes certain information regarding the
industrial properties included in our discontinued operations
for the years ended December 31, 2009 and December 31,
2008.
| 2009 | 2008 | |||||||
| ($ in 000’s) | ||||||||
|
Total Revenues
|
$ | 69,584 | $ | 111,536 | ||||
|
Property Expenses
|
(28,819 | ) | (42,509 | ) | ||||
|
Impairment Loss
|
(1,317 | ) | — | |||||
|
Depreciation and Amortization
|
(35,471 | ) | (52,253 | ) | ||||
|
Interest Expense
|
(502 | ) | (497 | ) | ||||
|
Gain on Sale of Real Estate
|
24,206 | 172,167 | ||||||
|
Provision for Income Taxes
|
(1,824 | ) | (5,166 | ) | ||||
|
Income from Discontinued Operations
|
$ | 25,857 | $ | 183,278 | ||||
Income from discontinued operations for the year ended
December 31, 2009 reflects the results of operations and
gain on sale of real estate relating to 15 industrial properties
that were sold during the year ended December 31, 2009, the
results of operations of 13 industrial properties that were sold
during the year ended December 31, 2010 and the results of
operations of the 192 industrial properties identified as held
for sale at December 31, 2010.
Income from discontinued operations for the year ended
December 31, 2008 reflects the results of operations and
gain on sale of real estate relating to 113 industrial
properties that were sold during the year ended
December 31, 2008, the results of operations of 15
industrial properties that were sold during the year ended
December 31, 2009, the results of operations of 13
industrial properties that were sold during the year ended
December 31, 2010 and the results of operations of the 192
industrial properties identified as held for sale at
December 31, 2010.
The $0.4 million gain on sale of real estate for the year
ended December 31, 2009 resulted from the sale of several
land parcels that do not meet the criteria established for
inclusion in discontinued operations. The $12.0 million
gain on sale of real estate for the year ended December 31,
2008 resulted from the sale of one
39
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industrial property and several land parcels that do not meet
the criteria for inclusion in discontinued operations.
LIQUIDITY
AND CAPITAL RESOURCES
At December 31, 2010, our cash and cash equivalents was
approximately $26.0 million. We also had $22.6 million
available for additional borrowings under our Unsecured Credit
Facility.
We have considered our short-term (one year or less) liquidity
needs and the adequacy of our estimated cash flow from
operations and other expected liquidity sources to meet these
needs. Our 2011 Exchangeable Notes, in the aggregate principal
amount of $128.9 million, are due on September 15,
2011. We expect to satisfy the payment obligations on the 2011
Exchangeable Notes with proceeds from property dispositions, the
issuance of additional secured debt and the issuance of common
equity, subject to market conditions (see Subsequent Events).
With the exception of the 2011 Exchangeable Notes, 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, mortgage financing
maturities and the minimum distributions required to maintain
our REIT qualification under the Code. We anticipate that these
needs will be met with cash flows provided by operating and
investing activities, including the disposition of select
assets. In addition, we plan to retain capital by distributing
the minimum amount of dividends required to maintain our REIT
status. We did not pay a common stock dividend in 2010 and may
not pay dividends in 2011 depending on our taxable income. If we
are required to pay common stock dividends in 2011, we may elect
to satisfy this obligation by distributing a combination of cash
and common shares.
We expect to meet long-term (greater than one year) liquidity
requirements such as property acquisitions, developments,
scheduled debt maturities, major renovations, expansions and
other nonrecurring capital improvements through the disposition
of select assets, long-term unsecured and secured indebtedness
and the issuance of additional equity securities, subject to
market conditions.
We also have financed the development or acquisition of
additional properties through borrowings under our Unsecured
Credit Facility and may finance the development or acquisition
of additional properties through such borrowings, to the extent
capacity is available, in the future. At December 31, 2010,
borrowings under our Unsecured Credit Facility bore interest at
a weighted average interest rate of 3.376%. Our Unsecured Credit
Facility of is comprised of a $200.0 million term loan and
a $200.0 million revolving facility. The interest rate on
the term loan is LIBOR plus 325 basis points or a base rate
plus 225 basis points, at our election. The revolving
facility currently bears interest at a floating rate of LIBOR
plus 275 basis points or a base rate plus 175 basis
points, at our election. As of February 23, 2011, we had
approximately $12.3 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 December 31, 2010, and we
anticipate that we will be able to operate in compliance with
our financial covenants in 2011.
Our senior unsecured notes have been assigned credit ratings
from Standard & Poor’s, Moody’s and Fitch
Ratings of BB-/Ba3/BB-, 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.
Year
Ended December 31, 2010
Net cash provided by operating activities of $83.2 million
for the year ended December 31, 2010 was comprised
primarily of the non-cash adjustments of approximately
$320.3 million and operating distributions received in
excess of equity in income of Joint Ventures of
$2.3 million, offset by net loss before noncontrolling
interest of approximately $221.6 million, net change in
operating assets and liabilities of approximately
$11.0 million and amortization of premiums and discounts
associated with senior unsecured
40
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notes of approximately $6.8 million. The adjustments for
the non-cash items of approximately $320.3 million are
primarily comprised of depreciation and amortization of
approximately $148.7 million, the impairment of real estate
of $194.5 million, the loss on the early retirement of debt
of approximately $4.3 million, mark to market loss related
to the Series F Agreement of approximately
$1.1 million and the provision for bad debt of
approximately $1.9 million, offset by the gain on sale of
real estate of approximately $12.0 million, a gain on sale
of joint venture interests of approximately $11.2 million
and the effect of the straight-lining of rental income of
approximately $7.0 million.
Net cash used in investing activities of approximately
$9.9 million for the year ended December 31, 2010, was
comprised primarily of the acquisition of real estate, capital
expenditures related to the improvement of existing real estate,
payments related to leasing activities, an increase in mortgage
payable escrows and contributions to, and investments in, our
Joint Ventures, offset by net proceeds from the sale of real
estate, distributions and sale proceeds from our Joint Ventures
and the repayments on our mortgage note receivables.
We invested approximately $0.8 million in, and received
total distributions of approximately $14.6 million
(including sale proceeds of approximately $5.0 million from
the sales of our joint venture interests to our joint venture
partner) from, our Joint Ventures. As of December 31, 2010,
our industrial real estate Joint Ventures owned nine industrial
properties comprising approximately 4.9 million square feet
of GLA.
During the year ended December 31, 2010, we sold 13
industrial properties comprising approximately 1.1 million
square feet of GLA and several land parcels. Proceeds from the
sales of the 13 industrial properties and several land parcels,
net of closing costs, were approximately $68.0 million. We
are in various stages of discussions with third parties for the
sale of additional properties and plan to continue to
selectively market other properties for sale throughout 2011. We
expect to use at least a portion of sale proceeds to pay down
additional debt. If we are unable to sell properties on an
advantageous basis, this may impair our liquidity and our
ability to meet our financial covenants.
During the year ended December 31, 2010, we acquired three
industrial properties comprising approximately 0.5 million
square feet of GLA, including one industrial property purchased
from the 2005 Development/Repositioning Joint Venture. The
purchase price of these acquisitions totaled approximately
$22.4 million, excluding costs incurred in conjunction with
the acquisition of the industrial properties.
Net cash used in financing activities of approximately
$230.4 million for the year ended December 31, 2010,
was comprised primarily of net repayments on our Unsecured
Credit Facility, repurchases of and repayments on our unsecured
notes and mortgage loans payable, preferred stock dividends,
payments of debt issuance costs, the repurchase and retirement
of restricted stock, payments on the interest rate swap
agreement, costs associated with the Company’s DRIP and the
Company’s ATM and other costs associated with the early
retirement of debt, offset by proceeds from the new mortgage
financings and proceeds from the issuance of common stock.
During the year ended December 31, 2010, we received
proceeds from the origination of $105.6 million in mortgage
financings. We continue to engage various lenders regarding the
origination of additional mortgage financings and the terms and
conditions thereof. To the extent additional mortgage financing
is originated, we expect to use proceeds received to pay down
our other debt. No assurances can be made that additional
mortgage financing will be obtained.
During the year ended December 31, 2010, we redeemed
and/or
repurchased $264.8 million of our unsecured notes at an
aggregate purchase price of $265.9 million. We may from
time to time repay additional amounts of our outstanding debt.
Any repayments would depend upon prevailing market conditions,
our liquidity requirements, contractual restrictions and other
factors we consider important. Future repayments may materially
impact our liquidity, taxable income and results of operations.
During the year ended December 31, 2010, we issued
6,345,169 shares of the Company’s common stock under
the direct stock purchase component of the DRIP and the ATM,
resulting in net proceeds of approximately $50.1 million.
On December 31, 2010, we concluded the ATM as a result of
the expiration of the of distribution agreements with our sales
agents. We may opportunistically access the equity markets
again, including through a new ATM, subject to contractual
restrictions, and may continue to issue shares
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under the direct stock purchase component of the DRIP. To the
extent additional equity offerings occur, we expect to use at
least a portion of the proceeds received to reduce our
indebtedness.
Contractual
Obligations and Commitments
The following table lists our contractual obligations and
commitments as of December 31, 2010 (in thousands):
| Payments Due by Period | ||||||||||||||||||||
|
Less Than
|
||||||||||||||||||||
| Total | 1 Year | 1-3 Years | 3-5 Years | Over 5 Years | ||||||||||||||||
|
Operating and Ground Leases(1)
|
$ | 33,162 | $ | 1,795 | $ | 2,348 | $ | 1,668 | $ | 27,351 | ||||||||||
|
Long-term Debt
|
1,749,350 | 141,967 | 472,048 | 274,809 | 860,526 | |||||||||||||||
|
Interest Expense on Long-Term Debt(1)(2)
|
689,854 | 89,386 | 159,530 | 132,405 | 308,533 | |||||||||||||||
|
Total
|
$ | 2,472,366 | $ | 233,148 | $ | 633,926 | $ | 408,882 | $ | 1,196,410 | ||||||||||
| (1) | Not on balance sheet. | |
| (2) | Does not include interest expense on our Unsecured Credit Facility. |
Off-Balance
Sheet Arrangements
Letters of credit are issued in most cases as pledges to
governmental entities for development purposes. At
December 31, 2010, we have $1.5 million in outstanding
letters of credit, none of which are reflected as liabilities on
our balance sheet. We have no other off-balance sheet
arrangements, as defined in Item 303 of
Regulation S-K,
other than those disclosed on the Contractual Obligations and
Commitments table above, that have or are reasonably likely to
have a current or future effect on our financial condition,
results of operation or liquidity and capital resources.
Environmental
We paid approximately $0.6 million and $2.3 million in
2010 and 2009, respectively, related to environmental
expenditures. We estimate 2011 expenditures of approximately
$1.1 million. We estimate that the aggregate expenditures
which need to be expended in 2011 and beyond with regard to
currently identified environmental issues will not exceed
approximately $3.4 million.
Inflation
For the last several years, inflation has not had a significant
impact on the Company because of the relatively low inflation
rates in our markets of operation. Most of our leases require
the tenants to pay their share of operating expenses, including
common area maintenance, real estate taxes and insurance,
thereby reducing our exposure to increases in costs and
operating expenses resulting from inflation. In addition, many
of the outstanding leases expire within six years which may
enable us to replace existing leases with new leases at higher
base rentals if rents of existing leases are below the
then-existing market rate.
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, and to
a much lesser extent, foreign currency fluctuations.
Interest
Rate Risk
This 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
December 31, 2010 that are sensitive to
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changes in the 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 December 31, 2010, approximately $1,366.6 million
(approximately 78.4% of total debt at December 31,
2010) of our debt was fixed rate debt and approximately
$376.2 million (approximately 21.6% of total debt at
December 31, 2010) was variable rate debt. 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 6 to the Consolidated Financial Statements
for a discussion of the maturity dates of our various fixed rate
debt.
Based upon the amount of variable rate debt outstanding at
December 31, 2010, a 10% increase or decrease in the
interest rate on our variable rate debt would decrease or
increase, respectively, future net income and cash flows by
approximately $1.3 million per year. The foregoing
calculation assumes an instantaneous increase or decrease in the
rates applicable to the amount of borrowings outstanding under
our Unsecured Credit Facility at December 31, 2010. Changes
in LIBOR could result in a greater than 10% increase in such
rates. In addition, the calculation does not account for our
option to elect the lower of two different interest rates under
our borrowings or other possible actions, such as prepayment,
that we might take in response to any rate increase. A 10%
increase in interest rates would decrease the fair value of the
fixed rate debt at December 31, 2010 by approximately
$42.4 million to $1,358.1 million. A 10% decrease in
interest rates would increase the fair value of the fixed rate
debt at December 31, 2010 by approximately
$45.4 million to $1,445.9 million.
The use of derivative financial instruments allows us to manage
risks of increases in interest rates with respect to the effect
these fluctuations would have on our earnings and cash flows. As
of December 31, 2010, we had one outstanding derivative
with a notional amount of $50.0 million which mitigates our
exposure to floating interest rates related to the reset rate of
our Series F Preferred Stock (see Note 14 to the
Consolidated Financial Statements).
Foreign
Currency Exchange Rate Risk
Owning, operating and developing industrial property outside of
the United States exposes us to the possibility of volatile
movements in foreign exchange rates. Changes in foreign
currencies can affect the operating results of international
operations reported in U.S. dollars and the value of the
foreign assets reported in U.S. dollars. The economic
impact of foreign exchange rate movements is complex because
such changes are often linked to variability in real growth,
inflation, interest rates, governmental actions and other
factors. At December 31, 2010, we owned several land
parcels for which the U.S. dollar was not the functional
currency. These land parcels are located in Ontario, Canada and
use the Canadian dollar as their functional currency.
Subsequent
Events
From January 1, 2011 to February 23, 2011, we sold
five industrial properties comprising approximately
0.3 million square feet of GLA. Gross proceeds from the
sale of the five industrial properties were approximately
$7.7 million. There were no industrial properties acquired
during this period.
On February 10, 2011, we prepaid and retired our secured
mortgage debt maturing in September 2012 in the amount of
$14.5 million, excluding a prepayment fee of
$0.1 million.
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On February 18, 2011, we entered into a loan commitment
with a major life insurance company lender for mortgage loans,
aggregating to $178.3 million. The closings of the mortgage
loans are subject to lender due diligence and there can be no
assurance that the mortgage loans will close or, if closed, will
generate the anticipated proceeds. The mortgage loans are
expected to be cross-collateralized by 32 industrial
properties, have a term of seven years and bear interest at
4.45%.
Related
Party Transactions
We periodically engage in transactions for which CB Richard
Ellis, Inc. acts as a broker. A relative of Michael W. Brennan,
the former President and Chief Executive Officer and a former
director of the Company, is an employee of CB Richard Ellis,
Inc. For the year ended December 31, 2008, this relative
received approximately $0.1 million in brokerage
commissions or other fees for transactions with the Company and
the Joint Ventures.
Other
In July 2010, the FASB issued a new accounting standard that
requires enhanced disclosures about financing receivables,
including the allowance for credit losses, credit quality and
impaired loans. This standard is effective for fiscal years
ending after December 15, 2010. We adopted the standard in
the fourth quarter 2010 and it did not have a material impact to
our financial statements.
In June 2009, the FASB issued new guidance which revises and
updates previously issued guidance related to variable interest
entities. This new guidance, which became effective
January 1, 2010, revises the previous guidance by
eliminating the exemption for qualifying special purpose
entities, by establishing a new approach for determining who
should consolidate a variable-interest entity and by changing
when it is necessary to reassess who should consolidate a
variable- interest entity. We adopted this new guidance on
January 1, 2010. However, the adoption of this guidance did
not impact our financial position or results of operations.
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Response to this item is included in Item 7
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” above.
| Item 8. | Financial Statements and Supplementary Data |
See Index to Financial Statements and Financial Statement
Schedule included in Item 15.
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
| Item 9A. | Controls and Procedures |
Evaluation
of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed
to ensure that information required to be disclosed in our
periodic reports pursuant to the Exchange Act is recorded,
processed, summarized, and reported within the time periods
specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to our management,
including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions
regarding required financial disclosure.
We carried out an evaluation, under the supervision and with the
participation of our management, including the principal
executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act
Rule 13a-15(b)
as of the end of the period covered by this report. Based upon
this evaluation, our principal executive officer and principal
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financial officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by
this report.
Management’s
Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Our internal
control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles.
Our management has assessed the effectiveness of our internal
control over financial reporting as of December 31, 2010.
In making its assessment of internal control over financial
reporting, management used the criteria described in the
Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
Our management has concluded that, as of December 31, 2010,
our internal control over financial reporting was effective.
The effectiveness of our internal control over financial
reporting as of December 31, 2010 has been audited by
PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in their report which appears herein
within Item 15. See Report of Independent Registered Public
Accounting Firm.
Changes
in Internal Control Over Financial Reporting
There has been no change in our internal control over financial
reporting that occurred during the fourth quarter of 2010 that
has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
| Item 9B. | Other Information |
None.
The information required by Item 10, Item 11,
Item 12, Item 13 and Item 14 is hereby
incorporated or furnished, solely to the extent required by such
item, from the Company’s definitive proxy statement, which
is expected to be filed with the SEC no later than 120 days
after the end of the Company’s fiscal year. Information
from the Company’s definitive proxy statement shall not be
deemed to be “filed” or “soliciting
material,” or subject to liability for purposes of
Section 18 of the Securities Exchange Act of 1934 to the
maximum extent permitted under the Exchange Act.
| Item 15. | Exhibits and Financial Statement Schedules |
(a)
Financial Statements, Financial Statement Schedule
and Exhibits
(1 & 2) See Index to Financial Statements and
Financial Statement Schedule.
45
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(3)
Exhibits:
|
Exhibits
|
Description
|
|||
| 3 | .1 | Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) | ||
| 3 | .2 | Amended and Restated Bylaws of the Company, dated September 4, 1997 (incorporated by reference to Exhibit 1 of the Company’s Form 8-K, dated September 4, 1997, as filed on September 29, 1997, File No. 1-13102) | ||
| 3 | .3 | Articles of Amendment to the Company’s Articles of Incorporation, dated June 20, 1994 (incorporated by reference to Exhibit 3.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) | ||
| 3 | .4 | Articles of Amendment to the Company’s Articles of Incorporation, dated May 31, 1996 (incorporated by reference to Exhibit 3.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) | ||
| 3 | .5 | Articles Supplementary relating to the Company’s 6.236% Series F Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 3 | .6 | Articles Supplementary relating to the Company’s 7.236% Series G Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 3.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 3 | .7 | Articles Supplementary relating to the Company’s Junior Participating Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 4.10 of Form S-3 of the Company and First Industrial, L.P. dated September 24, 1997, Registration No. 333-29879) | ||
| 3 | .8 | Articles Supplementary relating to the Company’s 7.25% Series J Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company filed January 17, 2006, File No. 1-13102) | ||
| 3 | .9 | Articles Supplementary relating to the Company’s 7.25% Series K Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 1.6 of the Form 8-A of the Company, as filed on August 18, 2006, File No. 1-13102) | ||
| 4 | .1 | Deposit Agreement, dated May 27, 2004, by and among the Company, EquiServe Inc. and EquiServe Trust Company, N.A. and holders from time to time of Series F Depositary Receipts (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 4 | .2 | Deposit Agreement, dated May 27, 2004, by and among the Company, EquiServe Inc. and EquiServe Trust Company, N.A. and holders from time to time of Series G Depositary Receipts (incorporated by reference to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 4 | .3 | Remarketing Agreement, dated May 27,2004, relating to 50,000 depositary shares, each representing 1/100 of a share of the Series F Flexible Cumulative Redeemable Preferred Stock, by and among Lehman Brothers Inc., the Company and First Industrial, L.P. (incorporated by reference to Exhibit 1.2 of the Form 8-K of the Company, dated May 27, 2004, File No. 1-13102) | ||
| 4 | .4 | Remarketing Agreement, dated May 27,2004, relating to 25,000 depositary shares, each representing 1/100 of a share of the Series G Flexible Cumulative Redeemable Preferred Stock, by and among Lehman Brothers Inc., the Company and First Industrial, L.P. (incorporated by reference to Exhibit 1.3 of the Form 8-K of the Company, dated May 27, 2004, File No. 1-13102) | ||
| 4 | .5 | Deposit Agreement, dated January 13,2006, by and among the Company, Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., as depositary, and holders from time to time of Series J Depositary Receipts (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, filed January 17, 2006, File No. 1-13102) | ||
| 4 | .6 | Deposit Agreement, dated August 21, 2006, by and among the Company, Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., as depositary, and holders from time to time of Series K Depositary Receipts (incorporated by reference to Exhibit 1.7 of the Form 8-A of the Company, as filed on August 18, 2006, File No. 1-13102) | ||
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Table of Contents
|
Exhibits
|
Description
|
|||
| 4 | .7 | Indenture, dated as of May 13, 1997,between First Industrial, L.P. and First Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) | ||
| 4 | .8 | Supplemental Indenture No. 1, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $100 million of 7.15% Notes due 2027 (incorporated by reference to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) | ||
| 4 | .9 | Supplemental Indenture No. 3 dated October 28, 1997 between First Industrial, L.P. and First Trust National Association providing for the issuance of Medium-Term Notes due Nine Months or more from Date of Issue (incorporated by reference to Exhibit 4.1 of Form 8-K of First Industrial, L.P., dated November 3, 1997, as filed November 3, 1997, File No. 333-21873) | ||
| 4 | .10 | 7.50% Medium-Term Note due 2017 in principal amount of $100 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) | ||
| 4 | .11 | Trust Agreement, dated as of May 16, 1997, between First Industrial, L.P. and First Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 of the Form 10-Q of First Industrial, L.P. for the fiscal quarter ended March 31, 1997, File No. 333-21873) | ||
| 4 | .12 | 7.60% Notes due 2028 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873) | ||
| 4 | .13 | Supplemental Indenture No. 5, dated as of July 14, 1998, between First Industrial, L.P. and U.S. Bank Trust National Association, relating to First Industrial, L.P.’s 7.60% Notes due July 15, 2028 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873) | ||
| 4 | .14 | Supplemental Indenture No. 7 dated as of April 15, 2002, between First Industrial, L.P. and U.S. Bank National Association, relating to First Industrial, L.P.’s 6.875% Notes due 2012 and 7.75% Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated April 4, 2002, File No. 333-21873) | ||
| 4 | .15 | Form of 6.875% Notes due in 2012 in the principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K of First Industrial, L.P., dated April 4, 2002, File No. 333-21873) | ||
| 4 | .16 | Form of 7.75% Notes due 2032 in the principal amount of $50.0 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Form 8-K of First Industrial, L.P., dated April 4, 2002, File No. 333-21873) | ||
| 4 | .17 | Supplemental Indenture No. 8, dated as of May 17, 2004, relating to 6.42% Senior Notes due June 1, 2014, by and between First Industrial, L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P., dated May 27, 2004, File No. 333-21873) | ||
| 4 | .18 | Supplemental Indenture No. 10, dated as of January 10, 2006, relating to 5.75% Senior Notes due 2016, by and between the Operating Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed January 11, 2006, File No. 1-13102) | ||
| 4 | .19 | Indenture dated as of September 25, 2006 among First Industrial, L.P., as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K of First Industrial, L.P. dated September 25, 2006, File No. 333-21873) | ||
| 4 | .20 | Form of 4.625% Exchangeable Senior Note due 2011 (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K of First Industrial, L.P. dated September 25, 2006, File No. 333-21873) | ||
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Table of Contents
|
Exhibits
|
Description
|
|||
| 4 | .21 | Registration Rights Agreement dated September 25, 2006 among the Company, First Industrial, L.P. and the Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K of First Industrial, L.P. dated September 25, 2006, File No. 333-21873) | ||
| 4 | .22 | Supplemental Indenture No. 11, dated as of May 7, 2007, relating to 5.95% Senior Notes due 2017, by and between the Operating Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed May 5, 2007, File No. 1-13102) | ||
| 10 | .1 | Eleventh Amended and Restated Partnership Agreement of First Industrial, L.P. dated August 21, 2006 (the “LP Agreement”) (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company, filed August 22, 2006, File No. 1-13102) | ||
| 10 | .2 | Sales Agreement by and among the Company, First Industrial, L.P. and Cantor Fitzgerald & Co. dated September 16, 2004 (incorporated by reference to Exhibit 1.1 of the Form 8-K of the Company, dated September 16, 2004, File No. 1-13102) | ||
| 10 | .3 | Non-Competition Agreement between Jay H. Shidler and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102) | ||
| 10 | .4 | Form of Non-Competition Agreement between each of Michael T. Tomasz, Paul T. Lambert, Michael J. Havala, Michael W. Brennan, Michael G. Damone, Duane H. Lund, and Johannson L. Yap and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-11, File No. 33-77804) | ||
| 10 | .5† | 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102) | ||
| 10 | .6† | First Industrial Realty Trust, Inc. Deferred Income Plan (incorporated by reference to Exhibit 10 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1996, File No. 1-13102) | ||
| 10 | .7 | Contribution Agreement, dated March 19, 1996, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, dated April 3, 1996, File No. 1-13102) | ||
| 10 | .8 | Contribution Agreement, dated January 31, 1997, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.58 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) | ||
| 10 | .9† | Separation and Release Agreement between First Industrial Realty Trust, Inc. and Michael W. Brennan dated November 26, 2008 (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company filed November 28, 2008, File No. 1-13102) | ||
| 10 | .10† | 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.62 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) | ||
| 10 | .11† | 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.34 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, File No. 1-13102) | ||
| 10 | .12† | Separation and Release Agreement between First Industrial Realty Trust, Inc. and Michael J. Havala dated December 22, 2008 (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed December 23, 2008, File No. 1-13102) | ||
| 10 | .13† | Employment Agreement, dated March 31, 2002, between First Industrial Realty Trust, Inc. and Johannson L. Yap (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 2002, File No. 1-13102) | ||
| 10 | .14† | Separation and Release Agreement between First Industrial Realty Trust, Inc. and David P. Draft dated November 25, 2008 (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed November 28, 2008, File No. 1-13102) | ||
| 10 | .15† | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 10 | .16† | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 10 | .17† | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
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Description
|
|||
| 10 | .18† | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.6 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 10 | .19 | Sixth Amended and Restated Unsecured Revolving Credit and Term Loan Agreement dated as of October 22, 2010 among the First Industrial, L.P., First Industrial Realty Trust, Inc., JP Morgan Chase Bank, N.A. and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed October 25, 2010, File No. 1-13102) | ||
| 10 | .20† | Form of Restricted Stock Agreement (Director’s Annual Retainer) (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed May 19, 2006, File No. 1-13102) | ||
| 10 | .21† | Amendment No. 1 to the Company’s 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2006, File No. 1-13102) | ||
| 10 | .22† | Amendment No. 2 to the Company’s 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2007, File No. 1-13102) | ||
| 10 | .23† | Amendment No. 1 to the Company’s 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102) | ||
| 10 | .24† | Amendment No. 1 to the Company’s 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102) | ||
| 10 | .25† | Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102) | ||
| 10 | .26† | Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102) | ||
| 10 | .27† | Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102) | ||
| 10 | .28† | Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.29 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102) | ||
| 10 | .29† | Amendment No. 3 to the Company’s 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 2008, File No. 1-13102) | ||
| 10 | .30† | Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 2008, File No. 1-13102) | ||
| 10 | .31† | First Amendment, dated as of December 29, 2008, to Employment Agreement, dated March 31, 2002, between First Industrial Realty Trust, Inc. and Johannson L. Yap (incorporated by reference to Exhibit 10.33 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-13102) | ||
| 10 | .32† | Employment Agreement dated as of January 9, 2009 among First Industrial Realty Trust, Inc., First Industrial L.P. and Bruce W. Duncan (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed January 12, 2009, File No. 1-13102) | ||
| 10 | .33† | Restricted Stock Unit Award Agreement dated as of January 9, 2009 between First Industrial Realty Trust, Inc. and Bruce W. Duncan (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company filed January 12, 2009, File No. 1-13102) | ||
| 10 | .34† | 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended June 30, 2009, File No. 1-13102) | ||
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Description
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| 10 | .35† | Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company filed July 15, 2009, File No. 1-13102) | ||
| 10 | .36† | Amendment No. 1, dated as of February 5, 2009, to the Restricted Stock Unit Award Agreement, dated as of January 9, 2009, by and between First Industrial Realty Trust, Inc. and Bruce W. Duncan (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended March 31, 2009, File No. 1-13102) | ||
| 10 | .37† | Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed March 4, 2010, File No. 1-13102) | ||
| 10 | .38 | Distribution Agreement among the First Industrial Realty Trust, Inc., First Industrial, L.P. and J.P. Morgan Securities Inc. dated May 4, 2010 (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed May 4, 2010, File No. 1-13102) | ||
| 10 | .39† | Form of Employee Service Based Bonus Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed July 7, 2010, File No. 1-13102) | ||
| 21 | .1* | Subsidiaries of the Registrant | ||
| 23 | * | Consent of PricewaterhouseCoopers LLP | ||
| 31 | .1* | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended | ||
| 31 | .2* | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended | ||
| 32 | ** | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| * | Filed herewith. | |
| ** | Furnished herewith. | |
| † | Indicates a compensatory plan or arrangement contemplated by Item 15 a (3) of Form 10-K. |
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EXHIBIT INDEX
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Exhibits
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Description
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| 3 | .1 | Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) | ||
| 3 | .2 | Amended and Restated Bylaws of the Company, dated September 4, 1997 (incorporated by reference to Exhibit 1 of the Company’s Form 8-K, dated September 4, 1997, as filed on September 29, 1997, File No. 1-13102) | ||
| 3 | .3 | Articles of Amendment to the Company’s Articles of Incorporation, dated June 20, 1994 (incorporated by reference to Exhibit 3.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) | ||
| 3 | .4 | Articles of Amendment to the Company’s Articles of Incorporation, dated May 31, 1996 (incorporated by reference to Exhibit 3.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102) | ||
| 3 | .5 | Articles Supplementary relating to the Company’s 6.236% Series F Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 3 | .6 | Articles Supplementary relating to the Company’s 7.236% Series G Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 3.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 3 | .7 | Articles Supplementary relating to the Company’s Junior Participating Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 4.10 of Form S-3 of the Company and First Industrial, L.P. dated September 24, 1997, Registration No. 333-29879) | ||
| 3 | .8 | Articles Supplementary relating to the Company’s 7.25% Series J Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company filed January 17, 2006, File No. 1-13102) | ||
| 3 | .9 | Articles Supplementary relating to the Company’s 7.25% Series K Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 1.6 of the Form 8-A of the Company, as filed on August 18, 2006, File No. 1-13102) | ||
| 4 | .1 | Deposit Agreement, dated May 27, 2004, by and among the Company, EquiServe Inc. and EquiServe Trust Company, N.A. and holders from time to time of Series F Depositary Receipts (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 4 | .2 | Deposit Agreement, dated May 27, 2004, by and among the Company, EquiServe Inc. and EquiServe Trust Company, N.A. and holders from time to time of Series G Depositary Receipts (incorporated by reference to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 4 | .3 | Remarketing Agreement, dated May 27,2004, relating to 50,000 depositary shares, each representing 1/100 of a share of the Series F Flexible Cumulative Redeemable Preferred Stock, by and among Lehman Brothers Inc., the Company and First Industrial, L.P. (incorporated by reference to Exhibit 1.2 of the Form 8-K of the Company, dated May 27, 2004, File No. 1-13102) | ||
| 4 | .4 | Remarketing Agreement, dated May 27,2004, relating to 25,000 depositary shares, each representing 1/100 of a share of the Series G Flexible Cumulative Redeemable Preferred Stock, by and among Lehman Brothers Inc., the Company and First Industrial, L.P. (incorporated by reference to Exhibit 1.3 of the Form 8-K of the Company, dated May 27, 2004, File No. 1-13102) | ||
| 4 | .5 | Deposit Agreement, dated January 13,2006, by and among the Company, Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., as depositary, and holders from time to time of Series J Depositary Receipts (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, filed January 17, 2006, File No. 1-13102) | ||
| 4 | .6 | Deposit Agreement, dated August 21, 2006, by and among the Company, Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., as depositary, and holders from time to time of Series K Depositary Receipts (incorporated by reference to Exhibit 1.7 of the Form 8-A of the Company, as filed on August 18, 2006, File No. 1-13102) | ||
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Description
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| 4 | .7 | Indenture, dated as of May 13, 1997,between First Industrial, L.P. and First Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) | ||
| 4 | .8 | Supplemental Indenture No. 1, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $100 million of 7.15% Notes due 2027 (incorporated by reference to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102) | ||
| 4 | .9 | Supplemental Indenture No. 3 dated October 28, 1997 between First Industrial, L.P. and First Trust National Association providing for the issuance of Medium-Term Notes due Nine Months or more from Date of Issue (incorporated by reference to Exhibit 4.1 of Form 8-K of First Industrial, L.P., dated November 3, 1997, as filed November 3, 1997, File No. 333-21873) | ||
| 4 | .10 | 7.50% Medium-Term Note due 2017 in principal amount of $100 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102) | ||
| 4 | .11 | Trust Agreement, dated as of May 16, 1997, between First Industrial, L.P. and First Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 of the Form 10-Q of First Industrial, L.P. for the fiscal quarter ended March 31, 1997, File No. 333-21873) | ||
| 4 | .12 | 7.60% Notes due 2028 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873) | ||
| 4 | .13 | Supplemental Indenture No. 5, dated as of July 14, 1998, between First Industrial, L.P. and U.S. Bank Trust National Association, relating to First Industrial, L.P.’s 7.60% Notes due July 15, 2028 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873) | ||
| 4 | .14 | Supplemental Indenture No. 7 dated as of April 15, 2002, between First Industrial, L.P. and U.S. Bank National Association, relating to First Industrial, L.P.’s 6.875% Notes due 2012 and 7.75% Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated April 4, 2002, File No. 333-21873) | ||
| 4 | .15 | Form of 6.875% Notes due in 2012 in the principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K of First Industrial, L.P., dated April 4, 2002, File No. 333-21873) | ||
| 4 | .16 | Form of 7.75% Notes due 2032 in the principal amount of $50.0 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Form 8-K of First Industrial, L.P., dated April 4, 2002, File No. 333-21873) | ||
| 4 | .17 | Supplemental Indenture No. 8, dated as of May 17, 2004, relating to 6.42% Senior Notes due June 1, 2014, by and between First Industrial, L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P., dated May 27, 2004, File No. 333-21873) | ||
| 4 | .18 | Supplemental Indenture No. 10, dated as of January 10, 2006, relating to 5.75% Senior Notes due 2016, by and between the Operating Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed January 11, 2006, File No. 1-13102) | ||
| 4 | .19 | Indenture dated as of September 25, 2006 among First Industrial, L.P., as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K of First Industrial, L.P. dated September 25, 2006, File No. 333-21873) | ||
| 4 | .20 | Form of 4.625% Exchangeable Senior Note due 2011 (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K of First Industrial, L.P. dated September 25, 2006, File No. 333-21873) | ||
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Exhibits
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Description
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| 4 | .21 | Registration Rights Agreement dated September 25, 2006 among the Company, First Industrial, L.P. and the Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K of First Industrial, L.P. dated September 25, 2006, File No. 333-21873) | ||
| 4 | .22 | Supplemental Indenture No. 11, dated as of May 7, 2007, relating to 5.95% Senior Notes due 2017, by and between the Operating Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed May 5, 2007, File No. 1-13102) | ||
| 10 | .1 | Eleventh Amended and Restated Partnership Agreement of First Industrial, L.P. dated August 21, 2006 (the “LP Agreement”) (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company, filed August 22, 2006, File No. 1-13102) | ||
| 10 | .2 | Sales Agreement by and among the Company, First Industrial, L.P. and Cantor Fitzgerald & Co. dated September 16, 2004 (incorporated by reference to Exhibit 1.1 of the Form 8-K of the Company, dated September 16, 2004, File No. 1-13102) | ||
| 10 | .3 | Non-Competition Agreement between Jay H. Shidler and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102) | ||
| 10 | .4 | Form of Non-Competition Agreement between each of Michael T. Tomasz, Paul T. Lambert, Michael J. Havala, Michael W. Brennan, Michael G. Damone, Duane H. Lund, and Johannson L. Yap and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-11, File No. 33-77804) | ||
| 10 | .5† | 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102) | ||
| 10 | .6† | First Industrial Realty Trust, Inc. Deferred Income Plan (incorporated by reference to Exhibit 10 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1996, File No. 1-13102) | ||
| 10 | .7 | Contribution Agreement, dated March 19, 1996, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, dated April 3, 1996, File No. 1-13102) | ||
| 10 | .8 | Contribution Agreement, dated January 31, 1997, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.58 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) | ||
| 10 | .9† | Separation and Release Agreement between First Industrial Realty Trust, Inc. and Michael W. Brennan dated November 26, 2008 (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company filed November 28, 2008, File No. 1-13102) | ||
| 10 | .10† | 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.62 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102) | ||
| 10 | .11† | 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.34 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, File No. 1-13102) | ||
| 10 | .12† | Separation and Release Agreement between First Industrial Realty Trust, Inc. and Michael J. Havala dated December 22, 2008 (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed December 23, 2008, File No. 1-13102) | ||
| 10 | .13† | Employment Agreement, dated March 31, 2002, between First Industrial Realty Trust, Inc. and Johannson L. Yap (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 2002, File No. 1-13102) | ||
| 10 | .14† | Separation and Release Agreement between First Industrial Realty Trust, Inc. and David P. Draft dated November 25, 2008 (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed November 28, 2008, File No. 1-13102) | ||
| 10 | .15† | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 10 | .16† | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 10 | .17† | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
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Exhibits
|
Description
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| 10 | .18† | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.6 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102) | ||
| 10 | .19 | Sixth Amended and Restated Unsecured Revolving Credit and Term Loan Agreement dated as of October 22, 2010 among First Industrial, L.P., First Industrial Realty Trust, Inc., JP Morgan Chase Bank, N.A. and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed October 25, 2010, File No. 1-13102) | ||
| 10 | .20† | Form of Restricted Stock Agreement (Director’s Annual Retainer) (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed May 19, 2006, File No. 1-13102) | ||
| 10 | .21† | Amendment No. 1 to the Company’s 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2006, File No. 1-13102) | ||
| 10 | .22† | Amendment No. 2 to the Company’s 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2007, File No. 1-13102) | ||
| 10 | .23† | Amendment No. 1 to the Company’s 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102) | ||
| 10 | .24† | Amendment No. 1 to the Company’s 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102) | ||
| 10 | .25† | Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102) | ||
| 10 | .26† | Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102) | ||
| 10 | .27† | Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102) | ||
| 10 | .28† | Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.29 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102) | ||
| 10 | .29† | Amendment No. 3 to the Company’s 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 2008, File No. 1-13102) | ||
| 10 | .30† | Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 2008, File No. 1-13102) | ||
| 10 | .31† | First Amendment, dated as of December 29, 2008, to Employment Agreement, dated March 31, 2002, between First Industrial Realty Trust, Inc. and Johannson L. Yap (incorporated by reference to Exhibit 10.33 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-13102) | ||
| 10 | .32† | Employment Agreement dated as of January 9, 2009 among First Industrial Realty Trust, Inc., First Industrial L.P. and Bruce W. Duncan (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed January 12, 2009, File No. 1-13102) | ||
| 10 | .33† | Restricted Stock Unit Award Agreement dated as of January 9, 2009 between First Industrial Realty Trust, Inc. and Bruce W. Duncan (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company filed January 12, 2009, File No. 1-13102) | ||
| 10 | .34† | 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended June 30, 2009, File No. 1-13102) | ||
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Description
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| 10 | .35† | Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company filed July 15, 2009, File No. 1-13102) | ||
| 10 | .36† | Amendment No. 1, dated as of February 5, 2009, to the Restricted Stock Unit Award Agreement, dated as of January 9, 2009, by and between First Industrial Realty Trust, Inc. and Bruce W. Duncan (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended March 31, 2009, File No. 1-13102) | ||
| 10 | .37† | Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed March 4, 2010, File No. 1-13102) | ||
| 10 | .38 | Distribution Agreement among First Industrial Realty Trust, Inc., First Industrial, L.P. and J.P. Morgan Securities Inc. dated May 4, 2010 (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed May 4, 2010, File No. 1-13102) | ||
| 10 | .39† | Form of Employee Service Based Bonus Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed July 7, 2010, File No. 1-13102) | ||
| 21 | .1* | Subsidiaries of the Registrant | ||
| 23 | * | Consent of PricewaterhouseCoopers LLP | ||
| 31 | .1* | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended | ||
| 31 | .2* | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended | ||
| 32 | ** | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| * | Filed herewith. | |
| ** | Furnished herewith. | |
| † | Indicates a compensatory plan or arrangement contemplated by Item 15 a (3) of Form 10-K. |
55
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
INDEX TO
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
| Page | ||||
|
FINANCIAL STATEMENTS
|
||||
| 57 | ||||
| 58 | ||||
| 59 | ||||
| 60 | ||||
| 61 | ||||
| 62 | ||||
| 63 | ||||
|
FINANCIAL STATEMENT SCHEDULE
|
||||
| S-1 | ||||
56
Table of Contents
Report of
Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
First Industrial Realty Trust, Inc.:
In our opinion, the consolidated financial statements listed in
the index appearing under Item 15(a) (1) present
fairly, in all material respects, the financial position of
First Industrial Realty Trust, Inc. and its subsidiaries (the
“Company”) at December 31, 2010 and 2009, and the
results of their operations and their cash flows for each of the
three years in the period ended December 31, 2010 in
conformity with accounting principles generally accepted in the
United States of America. In addition, in our opinion, the
financial statement schedule listed in the index appearing under
Item 15(a)(2) presents fairly, in all material respects,
the information set forth therein when read in conjunction with
the related consolidated financial statements. Also in our
opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of
December 31, 2010, based on criteria established in
Internal Control — Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company’s management is responsible
for these financial statements and financial statement schedule,
for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in
Management’s Report on Internal Control Over Financial
Reporting appearing under Item 9A. Our responsibility is to
express opinions on these financial statements, on the financial
statement schedule, and on the Company’s internal control
over financial reporting based on our integrated audits. We
conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are
free of material misstatement and whether effective internal
control over financial reporting was maintained in all material
respects. Our audits of the financial statements included
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. Our audit of internal control over financial
reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the
assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our
opinions.
A company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s
internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 23, 2011
57
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
|
December 31,
|
December 31,
|
|||||||
| 2010 | 2009 | |||||||
| (In thousands except share and per share data) | ||||||||
|
ASSETS
|
||||||||
|
Assets:
|
||||||||
|
Investment in Real Estate:
|
||||||||
|
Land
|
$ | 554,829 | $ | 751,479 | ||||
|
Buildings and Improvements
|
2,061,266 | 2,543,573 | ||||||
|
Construction in Progress
|
2,672 | 24,712 | ||||||
|
Less: Accumulated Depreciation
|
(509,634 | ) | (594,895 | ) | ||||
|
Net Investment in Real Estate
|
2,109,133 | 2,724,869 | ||||||
|
Real Estate and Other Assets Held for Sale, Net of Accumulated
Depreciation and Amortization of $165,211 and $3,341 at
December 31, 2010 and December 31, 2009, respectively
|
392,291 | 37,305 | ||||||
|
Cash and Cash Equivalents
|
25,963 | 182,943 | ||||||
|
Restricted Cash
|
117 | 102 | ||||||
|
Tenant Accounts Receivable, Net
|
3,064 | 2,243 | ||||||
|
Investments in Joint Ventures
|
2,451 | 8,788 | ||||||
|
Deferred Rent Receivable, Net
|
37,878 | 39,220 | ||||||
|
Deferred Financing Costs, Net
|
15,351 | 15,333 | ||||||
|
Deferred Leasing Intangibles, Net
|
39,718 | 60,160 | ||||||
|
Prepaid Expenses and Other Assets, Net
|
124,088 | 133,623 | ||||||
|
Total Assets
|
$ | 2,750,054 | $ | 3,204,586 | ||||
| LIABILITIES AND EQUITY | ||||||||
|
Liabilities:
|
||||||||
|
Mortgage and Other Loans Payable, Net
|
$ | 486,055 | $ | 402,974 | ||||
|
Senior Unsecured Debt, Net
|
879,529 | 1,140,114 | ||||||
|
Unsecured Credit Facility
|
376,184 | 455,244 | ||||||
|
Mortgage Loan Payable on Real Estate Held for Sale, Net,
Inclusive of $6 of Accrued Interest at December 31, 2010
|
1,014 | — | ||||||
|
Accounts Payable, Accrued Expenses and Other Liabilities, Net
|
67,326 | 81,136 | ||||||
|
Deferred Leasing Intangibles, Net
|
18,519 | 24,754 | ||||||
|
Rents Received in Advance and Security Deposits
|
27,367 | 26,117 | ||||||
|
Leasing Intangibles Held for Sale, Net of Accumulated
Amortization of $2,668 and $0 at December 31, 2010 and
December 31, 2009, respectively
|
1,916 | — | ||||||
|
Total Liabilities
|
1,857,910 | 2,130,339 | ||||||
|
Commitments and Contingencies
|
— | — | ||||||
|
Equity:
|
||||||||
|
First Industrial Realty Trust Inc.’s
Stockholders’ Equity:
|
||||||||
|
Preferred Stock ($0.01 par value, 10,000,000 shares
authorized, 500, 250, 600, and 200 shares of Series F,
G, J, and K Cumulative Preferred Stock, respectively, issued and
outstanding at December 31, 2010 and December 31,
2009, having a liquidation preference of $100,000 per share
($50,000), $100,000 per share ($25,000), $250,000 per share
($150,000), and $250,000 per share ($50,000), respectively)
|
— | — | ||||||
|
Common Stock ($0.01 par value, 100,000,000 shares
authorized, 73,165,410 and 66,169,328 shares issued and
68,841,296 and 61,845,214 shares outstanding at
December 31, 2010 and December 31, 2009, respectively)
|
732 | 662 | ||||||
|
Additional
Paid-in-Capital
|
1,608,014 | 1,551,218 | ||||||
|
Distributions in Excess of Accumulated Earnings
|
(606,511 | ) | (384,013 | ) | ||||
|
Accumulated Other Comprehensive Loss
|
(15,339 | ) | (18,408 | ) | ||||
|
Treasury Shares at Cost (4,324,114 shares at
December 31, 2010 and December 31, 2009)
|
(140,018 | ) | (140,018 | ) | ||||
|
Total First Industrial Realty Trust, Inc.’s
Stockholders’ Equity
|
846,878 | 1,009,441 | ||||||
|
Noncontrolling Interest
|
45,266 | 64,806 | ||||||
|
Total Equity
|
892,144 | 1,074,247 | ||||||
|
Total Liabilities and Equity
|
$ | 2,750,054 | $ | 3,204,586 | ||||
The accompanying notes are an integral part of the consolidated
financial statements.
58
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
| 2010 | 2009 | 2008 | ||||||||||
| (In thousands except per share data) | ||||||||||||
|
Revenues:
|
||||||||||||
|
Rental Income
|
$ | 216,937 | $ | 220,438 | $ | 208,041 | ||||||
|
Tenant Recoveries and Other Income
|
70,735 | 76,443 | 88,411 | |||||||||
|
Construction Revenues
|
869 | 54,957 | 147,299 | |||||||||
|
Total Revenues
|
288,541 | 351,838 | 443,751 | |||||||||
|
Expenses:
|
||||||||||||
|
Property Expenses
|
94,725 | 97,427 | 93,108 | |||||||||
|
General and Administrative
|
26,589 | 37,835 | 84,896 | |||||||||
|
Restructuring Costs
|
1,858 | 7,806 | 27,349 | |||||||||
|
Impairment of Real Estate
|
35,853 | 5,617 | — | |||||||||
|
Depreciation and Other Amortization
|
111,517 | 114,392 | 115,719 | |||||||||
|
Construction Expenses
|
507 | 52,720 | 139,539 | |||||||||
|
Total Expenses
|
271,049 | 315,797 | 460,611 | |||||||||
|
Other Income (Expense):
|
||||||||||||
|
Interest Income
|
4,364 | 3,084 | 3,690 | |||||||||
|
Interest Expense
|
(106,102 | ) | (114,919 | ) | (112,642 | ) | ||||||
|
Amortization of Deferred Financing Costs
|
(3,473 | ) | (3,030 | ) | (2,840 | ) | ||||||
|
Mark-to-Market
(Loss) Gain on Interest Rate Protection Agreements
|
(1,107 | ) | 3,667 | (3,073 | ) | |||||||
|
(Loss) Gain From Early Retirement of Debt
|
(4,304 | ) | 34,562 | 2,749 | ||||||||
|
Foreign Currency Exchange Loss, Net
|
(190 | ) | — | — | ||||||||
|
Total Other Income (Expense)
|
(110,812 | ) | (76,636 | ) | (112,116 | ) | ||||||
|
Loss from Continuing Operations Before Gain on Sale of Joint
Venture Interests, Equity in Income (Loss) of Joint Ventures and
Income Tax (Provision) Benefit
|
(93,320 | ) | (40,595 | ) | (128,976 | ) | ||||||
|
Gain on Sale of Joint Venture Interests
|
11,226 | — | — | |||||||||
|
Equity in Income (Loss) of Joint Ventures
|
675 | (6,470 | ) | (33,178 | ) | |||||||
|
Income Tax (Provision) Benefit
|
(2,963 | ) | 25,163 | 13,237 | ||||||||
|
Loss from Continuing Operations
|
(84,382 | ) | (21,902 | ) | (148,917 | ) | ||||||
|
(Loss) Income from Discontinued Operations (Including Gain on
Sale of Real Estate of $11,092, $24,206, and $172,167 for the
Years Ended December 31, 2010, 2009 and 2008, respectively)
|
(137,754 | ) | 27,681 | 188,444 | ||||||||
|
Provision for Income Taxes Allocable to Discontinued Operations
(including $0, $1,462, and $3,732 allocable to Gain on Sale of
Real Estate for the Years Ended December 31, 2010, 2009 and
2008, respectively)
|
— | (1,824 | ) | (5,166 | ) | |||||||
|
(Loss) Income Before Gain on Sale of Real Estate
|
(222,136 | ) | 3,955 | 34,361 | ||||||||
|
Gain on Sale of Real Estate
|
859 | 374 | 12,008 | |||||||||
|
Provision for Income Taxes Allocable to Gain on Sale of Real
Estate
|
(342 | ) | (143 | ) | (3,782 | ) | ||||||
|
Net (Loss) Income
|
(221,619 | ) | 4,186 | 42,587 | ||||||||
|
Less: Net Loss (Income) Attributable to the Noncontrolling
Interest
|
18,798 | 1,547 | (2,990 | ) | ||||||||
|
Net (Loss) Income Attributable to First Industrial Realty Trust,
Inc.
|
(202,821 | ) | 5,733 | 39,597 | ||||||||
|
Less: Preferred Dividends
|
(19,677 | ) | (19,516 | ) | (19,428 | ) | ||||||
|
Net (Loss) Income Available to First Industrial Realty Trust,
Inc.’s Common Stockholders and Participating Securities
|
$ | (222,498 | ) | $ | (13,783 | ) | $ | 20,169 | ||||
|
Basic and Diluted Earnings Per Share:
|
||||||||||||
|
Loss from Continuing Operations Available to First Industrial
Realty Trust, Inc.’s Common Stockholders
|
$ | (1.52 | ) | $ | (0.76 | ) | $ | (3.25 | ) | |||
|
(Loss) Income from Discontinued Operations Attributable to First
Industrial Realty Trust, Inc.’s Common Stockholders
|
$ | (2.02 | ) | $ | 0.48 | $ | 3.66 | |||||
|
Net (Loss) Income Available to First Industrial Realty Trust,
Inc.’s Common Stockholders
|
$ | (3.53 | ) | $ | (0.28 | ) | $ | 0.41 | ||||
|
Distributions Per Share
|
$ | 0.00 | $ | 0.00 | $ | 2.41 | ||||||
|
Weighted Average Shares Outstanding
|
62,953 | 48,695 | 43,193 | |||||||||
The accompanying notes are an integral part of the consolidated
financial statements.
59
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
| 2010 | 2009 | 2008 | ||||||||||
| (Dollars in thousands) | ||||||||||||
|
Net (Loss) Income
|
$ | (221,619 | ) | $ | 4,186 | $ | 42,587 | |||||
|
Mark-to-Market
on Interest Rate Protection Agreements, Net of Income Tax
(Provision) Benefit of $(414), $(450) and $610 for the years
ended December 31, 2010, 2009 and 2008, respectively
|
990 | (383 | ) | (8,676 | ) | |||||||
|
Amortization of Interest Rate Protection Agreements
|
2,108 | 796 | (792 | ) | ||||||||
|
Write-off of Unamortized Settlement Amounts of Interest Rate
Protection Agreements
|
(182 | ) | 523 | 831 | ||||||||
|
Foreign Currency Translation Adjustment, Net of Tax Benefit
(Provision) of $299, $(2,817) and $3,498 for the years ended
December 31, 2010, 2009 and 2008, respectively
|
563 | 1,503 | (2,792 | ) | ||||||||
|
Comprehensive (Loss) Income
|
(218,140 | ) | 6,625 | 31,158 | ||||||||
|
Comprehensive Loss (Income) Attributable to Noncontrolling
Interest
|
18,527 | 1,299 | (1,599 | ) | ||||||||
|
Comprehensive (Loss) Income Attributable to First Industrial
Realty Trust, Inc.
|
$ | (199,613 | ) | $ | 7,924 | $ | 29,559 | |||||
The accompanying notes are an integral part of the consolidated
financial statements.
60
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
|
Accumulated
|
||||||||||||||||||||||||||||
|
Treasury
|
Distributions
|
Other
|
||||||||||||||||||||||||||
|
Common
|
Additional
|
Shares
|
in Excess of
|
Comprehensive
|
Noncontrolling
|
|||||||||||||||||||||||
| Stock | Paid-in Capital | At Cost | Earnings | Loss | Interest | Total | ||||||||||||||||||||||
|
Balance as of December 31, 2007
|
$ | 480 | $ | 1,362,375 | $ | (140,018 | ) | $ | (283,268 | ) | $ | (9,630 | ) | $ | 150,117 | $ | 1,080,056 | |||||||||||
|
Issuance of Common Stock, Net of Issuance Costs
|
— | (147 | ) | — | — | — | — | (147 | ) | |||||||||||||||||||
|
Stock Based Compensation Activity
|
4 | 21,221 | — | (266 | ) | — | 20,959 | |||||||||||||||||||||
|
Conversion of Units to Common Stock
|
6 | 14,575 | — | — | — | (14,581 | ) | — | ||||||||||||||||||||
|
Preferred Dividends
|
— | — | — | (19,428 | ) | — | — | (19,428 | ) | |||||||||||||||||||
|
Distributions
|
— | — | — | (106,864 | ) | — | (15,018 | ) | (121,882 | ) | ||||||||||||||||||
|
Other Comprehensive Income:
|
||||||||||||||||||||||||||||
|
Net Income
|
— | — | — | 39,597 | — | 2,990 | 42,587 | |||||||||||||||||||||
|
Other Comprehensive Loss
|
— | — | — | — | (10,038 | ) | (1,391 | ) | (11,429 | ) | ||||||||||||||||||
|
Total Other Comprehensive Income
|
31,158 | |||||||||||||||||||||||||||
|
Balance as of December 31, 2008
|
$ | 490 | $ | 1,398,024 | $ | (140,018 | ) | $ | (370,229 | ) | $ | (19,668 | ) | $ | 122,117 | $ | 990,716 | |||||||||||
|
Issuance of Common Stock, Net of Issuance Costs
|
169 | 83,626 | — | — | — | — | 83,795 | |||||||||||||||||||||
|
Stock Based Compensation Activity
|
(1 | ) | 12,662 | — | (1 | ) | — | — | 12,660 | |||||||||||||||||||
|
Conversion of Units to Common Stock
|
4 | 7,813 | — | — | — | (7,817 | ) | — | ||||||||||||||||||||
|
Reallocation — Additional Paid in Capital
|
— | 49,126 | — | — | — | (49,126 | ) | — | ||||||||||||||||||||
|
Repurchase of Equity Component of Exchangeable Note
|
— | (33 | ) | — | — | — | — | (33 | ) | |||||||||||||||||||
|
Preferred Dividends
|
— | — | — | (19,516 | ) | — | — | (19,516 | ) | |||||||||||||||||||
|
Other Comprehensive Income:
|
||||||||||||||||||||||||||||
|
Net Income (Loss)
|
— | — | — | 5,733 | — | (1,547 | ) | 4,186 | ||||||||||||||||||||
|
Reallocation — Other Comprehensive Income
|
— | — | — | — | (931 | ) | 931 | — | ||||||||||||||||||||
|
Other Comprehensive Income
|
— | — | — | — | 2,191 | 248 | 2,439 | |||||||||||||||||||||
|
Total Other Comprehensive Income
|
6,625 | |||||||||||||||||||||||||||
|
Balance as of December 31, 2009
|
$ | 662 | $ | 1,551,218 | $ | (140,018 | ) | $ | (384,013 | ) | $ | (18,408 | ) | $ | 64,806 | $ | 1,074,247 | |||||||||||
|
Issuance of Common Stock, Net of Issuance Costs
|
64 | 49,909 | — | — | — | — | 49,973 | |||||||||||||||||||||
|
Stock Based Compensation Activity
|
5 | 5,736 | — | — | — | — | 5,741 | |||||||||||||||||||||
|
Conversion of Units to Common Stock
|
1 | 315 | — | — | — | (316 | ) | — | ||||||||||||||||||||
|
Reallocation — Additional Paid in Capital
|
— | 836 | — | — | — | (836 | ) | — | ||||||||||||||||||||
|
Preferred Dividends
|
— | — | — | (19,677 | ) | — | — | (19,677 | ) | |||||||||||||||||||
|
Other Comprehensive Loss:
|
||||||||||||||||||||||||||||
|
Net Loss
|
— | — | — | (202,821 | ) | — | (18,798 | ) | (221,619 | ) | ||||||||||||||||||
|
Reallocation — Other Comprehensive Income
|
— | — | — | — | (139 | ) | 139 | — | ||||||||||||||||||||
|
Other Comprehensive Income
|
— | — | — | — | 3,208 | 271 | 3,479 | |||||||||||||||||||||
|
Total Other Comprehensive Loss
|
(218,140 | ) | ||||||||||||||||||||||||||
|
Balance as of December 31, 2010
|
$ | 732 | $ | 1,608,014 | $ | (140,018 | ) | $ | (606,511 | ) | $ | (15,339 | ) | $ | 45,266 | $ | 892,144 | |||||||||||
The accompanying notes are an integral part of the consolidated
financial statements.
61
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net (Loss) Income
|
$ | (221,619 | ) | $ | 4,186 | $ | 42,587 | |||||
|
Adjustments to Reconcile Net (Loss) Income to Net Cash Provided
by Operating Activities:
|
||||||||||||
|
Depreciation
|
104,175 | 112,241 | 114,925 | |||||||||
|
Amortization of Deferred Financing Costs
|
3,473 | 3,030 | 2,840 | |||||||||
|
Other Amortization
|
41,024 | 52,646 | 72,035 | |||||||||
|
Impairment of Real Estate
|
194,552 | 6,934 | — | |||||||||
|
Provision for Bad Debt
|
1,880 | 3,259 | 3,346 | |||||||||
|
Mark-to-Market
Loss (Gain) on Interest Rate Protection Agreements
|
1,107 | (3,667 | ) | 3,073 | ||||||||
|
Loss (Gain) on Early Retirement of Debt
|
4,304 | (34,562 | ) | (2,749 | ) | |||||||
|
Gain on Sale of Joint Venture Interest
|
(11,226 | ) | — | — | ||||||||
|
Operating Distributions Received in Excess of Equity in (Income)
Loss of Joint Ventures
|
2,357 | 8,789 | 34,698 | |||||||||
|
Decrease in Developments for Sale Costs
|
— | 812 | 1,527 | |||||||||
|
Gain on Sale of Real Estate
|
(11,951 | ) | (24,580 | ) | (184,175 | ) | ||||||
|
(Increase) Decrease in Tenant Accounts Receivable, Prepaid
Expenses and Other Assets, Net
|
(1,580 | ) | 51,641 | (12,665 | ) | |||||||
|
Increase in Deferred Rent Receivable
|
(7,041 | ) | (8,350 | ) | (7,189 | ) | ||||||
|
Decrease in Accounts Payable, Accrued Expenses, Other
Liabilities, Rents Received in Advance and Security Deposits
|
(9,411 | ) | (27,631 | ) | (216 | ) | ||||||
|
(Increase) Decrease in Restricted Cash
|
(15 | ) | 7 | 90 | ||||||||
|
Payments of Premiums and Discounts Associated with Senior
Unsecured Debt
|
(6,840 | ) | (2,576 | ) | — | |||||||
|
Cash Book Overdraft.
|
— | — | 3,058 | |||||||||
|
Net Cash Provided by Operating Activities
|
83,189 | 142,179 | 71,185 | |||||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
|
Purchases of and Additions to Investment in Real Estate and
Lease Costs
|
(89,736 | ) | (75,947 | ) | (583,414 | ) | ||||||
|
Net Proceeds from Sales of Investments in Real Estate
|
68,046 | 74,982 | 502,929 | |||||||||
|
Contributions to and Investments in Joint Ventures
|
(777 | ) | (3,742 | ) | (17,327 | ) | ||||||
|
Distributions and Sale Proceeds from Joint Venture Interests
|
11,519 | 6,333 | 20,985 | |||||||||
|
Funding of Notes Receivable
|
— | — | (10,325 | ) | ||||||||
|
Repayment of Notes Receivable
|
1,460 | 3,151 | 68,722 | |||||||||
|
Increase in Lender Escrows
|
(435 | ) | — | — | ||||||||
|
Decrease in Restricted Cash
|
— | — | 24,704 | |||||||||
|
Net Cash (Used in) Provided by Investing Activities
|
(9,923 | ) | 4,777 | 6,274 | ||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Debt and Equity Issuance Costs
|
(4,544 | ) | (8,322 | ) | (400 | ) | ||||||
|
Proceeds from the Issuance of Common Stock
|
50,087 | 84,465 | 174 | |||||||||
|
Repurchase and Retirement of Restricted Stock
|
(298 | ) | (739 | ) | (4,847 | ) | ||||||
|
Payments on Interest Rate Swap Agreement
|
(450 | ) | (320 | ) | — | |||||||
|
Settlement of Interest Rate Protection Agreements
|
— | (7,491 | ) | — | ||||||||
|
Repayments of Senior Unsecured Debt
|
(259,018 | ) | (336,196 | ) | (32,525 | ) | ||||||
|
Dividends/Distributions
|
— | (12,614 | ) | (145,347 | ) | |||||||
|
Preferred Stock Dividends
|
(19,677 | ) | (20,296 | ) | (19,428 | ) | ||||||
|
Repayments on Mortgage Loans Payable
|
(20,872 | ) | (13,513 | ) | (3,271 | ) | ||||||
|
Proceeds from Origination of Mortgage Loans Payable
|
105,580 | 339,783 | — | |||||||||
|
Proceeds from Unsecured Credit Facility
|
69,097 | 180,000 | 550,920 | |||||||||
|
Repayments on Unsecured Credit Facility
|
(149,280 | ) | (172,000 | ) | (425,030 | ) | ||||||
|
Costs Associated with the Early Retirement of Debt
|
(1,008 | ) | — | — | ||||||||
|
Repurchase of Equity Component Exchangeable Notes
|
— | (33 | ) | — | ||||||||
|
Net Cash (Used in) Provided by Financing Activities
|
(230,383 | ) | 32,724 | (79,754 | ) | |||||||
|
Net Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
137 | 81 | (280 | ) | ||||||||
|
Net (Decrease) Increase in Cash and Cash Equivalents
|
(157,117 | ) | 179,680 | (2,295 | ) | |||||||
|
Cash and Cash Equivalents, Beginning of Year
|
182,943 | 3,182 | 5,757 | |||||||||
|
Cash and Cash Equivalents, End of Year
|
$ | 25,963 | $ | 182,943 | $ | 3,182 | ||||||
The accompanying notes are an integral part of the consolidated
financial statements.
62
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
(Dollars in thousands except share and per share data)
| 1. | Organization and Formation of Company |
First Industrial Realty Trust, Inc. (the “Company”)
was organized in the state of Maryland on August 10, 1993.
The Company is a real estate investment trust (“REIT”)
as defined in the Internal Revenue Code of 1986 (the
“Code”). Unless the context otherwise requires, the
terms “Company,” “we,” “us,” and
“our” refer to First Industrial Realty Trust, Inc.,
First Industrial, L.P. and their other controlled subsidiaries.
We refer to our operating partnership, First Industrial, L.P.,
as the “Operating Partnership.” Effective
September 1, 2009, our taxable real estate investment trust
subsidiary, First Industrial Investment, Inc. (the “old
TRS”) merged into First Industrial Investment II, LLC
(“FI LLC”), which is wholly owned by the Operating
Partnership. Immediately thereafter, certain assets and
liabilities of FI LLC were contributed to a new subsidiary, FR
Investment Properties, LLC (“FRIP”). FRIP is 1% owned
by FI LLC and 99% owned by a new taxable real estate investment
trust subsidiary, First Industrial Investment Properties, Inc.
(the “new TRS,” which, collectively with the old TRS
and certain wholly owned taxable real estate investment trust
subsidiaries of FI LLC, will be referred to as the
“TRSs”), which is wholly owned by FI LLC (see
Note 10).
We began operations on July 1, 1994. Our operations are
conducted primarily through the Operating Partnership, of which
we are the sole general partner, and through the old TRS prior
to September 1, 2009, and through FI LLC, the new TRS and
FRIP subsequent to September 1, 2009. We also conduct
operations through other partnerships, corporations, and limited
liability companies, the operating data of which, together with
that of the Operating Partnership, FI LLC, FRIP and the TRSs, is
consolidated with that of the Company as presented herein.
We also own noncontrolling equity interests in, and provide
various services to, two joint ventures (the “2003 Net
Lease Joint Venture” and the “2007 Europe Joint
Venture”). During 2010, we provided various services to,
and ultimately disposed our equity interests in, five joint
ventures ( the “2005 Development/Repositioning Joint
Venture,” the “2005 Core Joint Venture,” the
“2006 Net Lease Co-Investment Program,” the “2006
Land/Development Joint Venture,” and the “2007 Canada
Joint Venture;” together with the 2003 Net Lease Joint
Venture and the 2007 Europe Joint Venture, the “Joint
Ventures”). The Joint Ventures are accounted for under the
equity method of accounting. Accordingly, the operating data of
our Joint Ventures is not consolidated with that of the Company
as presented herein. On May 25, 2010, we sold our interests
in the 2006 Net Lease Co-Investment Program to our joint venture
partner. On August 5, 2010, we sold our interest in the
2005 Development/Repositioning Joint Venture, the 2005 Core
Joint Venture, the 2006 Land/Development Joint Venture and the
2007 Canada Joint Venture to our joint venture partner. The 2007
Europe Joint Venture does not own any properties. See
Note 5 to the Consolidated Financial Statements for more
information on the Joint Ventures.
As of December 31, 2010, we owned 775 industrial properties
located in 28 states in the United States and one province
in Canada, containing an aggregate of approximately
68.6 million square feet of gross leasable area
(“GLA”).
Any references to the number of buildings and square footage in
the financial statement footnotes are unaudited.
| 2. | Basis of Presentation |
First Industrial Realty Trust, Inc. is the sole general partner
of the Operating Partnership, with an approximate 92.8% and
92.0% common ownership interest at December 31, 2010 and
2009, respectively. Noncontrolling interest at December 31,
2010 and 2009 represents the approximate 7.2% and 8.0%,
respectively, aggregate partnership interest in the Operating
Partnership held by the limited partners thereof.
Our consolidated financial statements at December 31, 2010
and 2009 and for each of the years ended December 31, 2010,
2009 and 2008 include the accounts and operating results of the
Company and our
63
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
subsidiaries. Such financial statements present our
noncontrolling equity interests in our Joint Ventures under the
equity method of accounting. All intercompany transactions have
been eliminated in consolidation.
| 3. | Summary of Significant Accounting Policies |
In order to conform with generally accepted accounting
principles, we are required in preparation of our financial
statements to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of December 31, 2010
and 2009, and the reported amounts of revenues and expenses for
each of the years ended December 31, 2010, 2009 and 2008.
Actual results could differ from those estimates.
Cash
and Cash Equivalents
Cash and cash equivalents include all cash and liquid
investments with an initial maturity of three months or less.
The carrying amount approximates fair value due to the short
term maturity of these investments. At December 31, 2010,
approximately $1,000 is subject to a compensating balance
arrangement. The related balance, however, is not subject to any
withdrawal restrictions.
Restricted
Cash
At December 31, 2010 and 2009, restricted cash includes
cash held in escrow in connection with mortgage debt
requirements. The carrying amount approximates fair value due to
the short term maturity of these investments.
Investment
in Real Estate and Depreciation
Investment in Real Estate is carried at cost. We review our
properties on a periodic basis for impairment and provide a
provision if impairments are found. To determine if an
impairment may exist, we review our properties and identify
those that have had either an event of change or event of
circumstances warranting further assessment of recoverability
(such as a decrease in occupancy). If further assessment of
recoverability is needed, we estimate the future net cash flows
expected to result from the use of the property and its eventual
disposition, on an individual property basis. If the sum of the
expected future net cash flows (undiscounted and without
interest charges) is less than the carrying amount of the
property on an individual property basis, we will recognize an
impairment loss based upon the estimated fair value of such
property. For properties we consider held for sale, we cease
depreciating the properties and value the properties at the
lower of depreciated cost or fair value, less costs to dispose.
If circumstances arise that were previously considered unlikely,
and, as a result, we decide not to sell a property previously
classified as held for sale, we will reclassify such property as
held and used. Such property is measured at the lower of its
carrying amount (adjusted for any depreciation and amortization
expense that would have been recognized had the property been
continuously classified as held and used) or fair value at the
date of the subsequent decision not to sell. To calculate the
fair value of properties held for sale, we deduct from the
estimated sales price of the property the estimated costs to
close the sale. We classify properties as held for sale when all
criteria within the Financial Accounting Standards Board’s
(the “FASB”) guidance on the impairment or disposal of
long-lived assets are met.
Interest costs, real estate taxes, compensation costs of
development personnel and other directly related costs incurred
during construction periods are capitalized and depreciated
commencing with the date the property is substantially
completed. Upon substantial completion, we reclassify
construction in progress to building, tenant improvements and
leasing commissions. Such costs begin to be capitalized to the
development projects from the point we are undergoing necessary
activities to get the development ready for its intended
64
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
use and ceases when the development projects are substantially
completed and held available for occupancy. Depreciation expense
is computed using the straight-line method based on the
following useful lives:
| Years | ||||
|
Buildings and Improvements
|
8 to 50 | |||
|
Land Improvements
|
3 to 20 | |||
|
Furniture, Fixtures and Equipment
|
5 to 10 | |||
Construction expenditures for tenant improvements, leasehold
improvements and leasing commissions (inclusive of compensation
costs of personnel attributable to leasing) are capitalized and
amortized over the terms of each specific lease. Capitalized
compensation costs of personnel attributable to leasing relate
to time directly attributable to originating leases with
independent third parties that result directly from and are
essential to originating those leases and would not have been
incurred had these leasing transactions not occurred. Repairs
and maintenance are charged to expense when incurred.
Expenditures for improvements are capitalized.
We account for all acquisitions entered into subsequent to
June 30, 2001 in accordance with the FASB’s guidance
on business combinations. Upon acquisition of a property, we
allocate the purchase price of the property based upon the fair
value of the assets acquired and liabilities assumed, which
generally consists of land, buildings, tenant improvements,
leasing commissions and intangible assets including in-place
leases, above market and below market leases and tenant
relationships. We allocate the purchase price to the fair value
of the tangible assets of an acquired property by valuing the
property as if it were vacant. Acquired above and below market
leases are valued based on the present value of the difference
between prevailing market rates and the in-place rates measured
over a period equal to the remaining term of the lease for above
market leases and the initial term plus the term of any below
market fixed rate renewal options for below market leases that
are considered bargain renewal options. The above market lease
values are amortized as a reduction of rental revenue over the
remaining term of the respective leases, and the below market
lease values are amortized as an increase to base rental revenue
over the remaining initial terms plus the terms of any below
market fixed rate renewal options that are considered bargain
renewal options of the respective leases.
The purchase price is further allocated to in-place lease values
and tenant relationships based on our evaluation of the specific
characteristics of each tenant’s lease and our overall
relationship with the respective tenant. The value of in-place
lease intangibles and tenant relationships, which are included
as components of Deferred Leasing Intangibles, Net are amortized
over the remaining lease term (and expected renewal periods of
the respective lease for tenant relationships) as adjustments to
depreciation and other amortization expense. If a tenant
terminates its lease early, the unamortized portion of the
tenant improvements, leasing commissions, above and below market
leases, the in-place lease value and tenant relationships is
immediately written off.
65
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Deferred Leasing Intangibles, exclusive of Deferred Leasing
Intangibles held for sale, included in our total assets consist
of the following:
|
December 31,
|
December 31,
|
|||||||
| 2010 | 2009 | |||||||
|
In-Place Leases
|
$ | 47,844 | $ | 69,785 | ||||
|
Less: Accumulated Amortization
|
(25,893 | ) | (32,788 | ) | ||||
| $ | 21,951 | $ | 36,997 | |||||
|
Above Market Leases
|
$ | 6,107 | $ | 7,298 | ||||
|
Less: Accumulated Amortization
|
(2,159 | ) | (2,341 | ) | ||||
| $ | 3,948 | $ | 4,957 | |||||
|
Tenant Relationships
|
$ | 22,241 | $ | 26,278 | ||||
|
Less: Accumulated Amortization
|
(8,422 | ) | (8,072 | ) | ||||
| $ | 13,819 | $ | 18,206 | |||||
|
Total Deferred Leasing Intangibles, Net
|
$ | 39,718 | $ | 60,160 | ||||
Deferred Leasing Intangibles, exclusive of Deferred Leasing
Intangibles held for sale, included in our total liabilities
consist of the following:
|
December 31,
|
December 31,
|
|||||||
| 2010 | 2009 | |||||||
|
Below Market Leases
|
$ | 29,416 | $ | 39,125 | ||||
|
Less: Accumulated Amortization
|
(10,897 | ) | (14,371 | ) | ||||
|
Total Deferred Leasing Intangibles, Net
|
$ | 18,519 | $ | 24,754 | ||||
Amortization expense related to in-place leases and tenant
relationships of deferred leasing intangibles, exclusive of
in-place leases and tenant relationships held for sale, was
$12,637, $14,165, and $18,989 for the years ended
December 31, 2010, 2009, and 2008, respectively. Rental
revenues increased by $2,497, $3,784 and $5,140 related to net
amortization of above/(below) market leases, exclusive of
above/(below) market leases held for sale, for the years ended
December 31, 2010, 2009, and 2008, respectively. We will
recognize net amortization expense related to deferred leasing
intangibles over the next five years, for properties owned as of
December 31, 2010 and not classified as held for sale, as
follows:
|
Estimated Net Increase to
|
||||||||
|
Estimated Net Amortization
|
Rental Revenues Related to
|
|||||||
|
of In-Place Leases and
|
Above and Below Market
|
|||||||
| Tenant Relationships | Leases | |||||||
|
2011
|
$ | 7,280 | $ | 1,783 | ||||
|
2012
|
$ | 5,828 | $ | 1,335 | ||||
|
2013
|
$ | 4,813 | $ | 1,069 | ||||
|
2014
|
$ | 3,754 | $ | 913 | ||||
|
2015
|
$ | 2,889 | $ | 918 | ||||
Construction
Revenues and Expenses
Construction revenues and expenses represent revenues earned and
expenses incurred in connection with the TRSs acting as a
general contractor or development manager to construct
industrial properties, including industrial properties for the
2006 Development/Repositioning Joint Venture, and also include
revenues and expenses related to the development of properties
for third parties. We use the
percentage-of-completion
66
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
contract method to recognize revenue. Using this method,
revenues are recorded based on estimates of the percentage of
completion of individual contracts. The percentage of completion
estimates are based on a comparison of the contract expenditures
incurred to the estimated final costs. Changes in job
performance, job conditions and estimated profitability may
result in revisions to costs and income and are recognized in
the period in which the revisions are determined.
Foreign
Currency Transactions and Translation
At December 31, 2010, we owned several land parcels located
in Toronto, Canada for which the functional currency was
determined to be the Canadian dollar. The assets and liabilities
of these land parcels are translated to U.S. dollars from
the Canadian dollar based on the current exchange rate
prevailing at each balance sheet date. The income statement
accounts of the land parcels are translated using the average
exchange rate for the period. The resulting translation
adjustments are included in Accumulated Other Comprehensive
Income.
Deferred
Financing Costs
Deferred financing costs include fees and costs incurred to
obtain long-term financing. These fees and costs are being
amortized over the terms of the respective loans. Accumulated
amortization of deferred financing costs was $16,565 and $17,447
at December 31, 2010 and 2009, respectively. Unamortized
deferred financing costs are written-off when debt is retired
before the maturity date.
Investments
in Joint Ventures
Investments in Joint Ventures represent our noncontrolling
equity interests in our Joint Ventures. We account for our
Investments in Joint Ventures under the equity method of
accounting, as we do not have a majority voting interest,
operational control or financial control. Control is determined
using accounting standards related to the consolidation of joint
ventures and variable interest entities. In June 2009, the FASB
issued amended guidance related to the consolidation of
variable-interest entities. These amendments require an
enterprise to qualitatively assess the determination of the
primary beneficiary of a variable interest entity
(“VIE”) based on whether the entity (1) has the
power to direct matters that most significantly impact the
activities of the VIE, and (2) has the obligation to absorb
losses or the right to receive benefits of the VIE that could
potentially be significant to the VIE. Additionally, they
require an ongoing reconsideration of the primary beneficiary
and provide a framework for the events that trigger a
reassessment of whether an entity is a VIE.
Under the equity method of accounting, our share of earnings or
losses of our Joint Ventures is reflected in income as earned
and contributions or distributions increase or decrease our
Investments in Joint Ventures as paid or received, respectively.
Differences between our carrying value of our Investments in
Joint Ventures and our underlying equity of such Joint Ventures
are amortized over the respective lives of the underlying assets.
On a periodic basis, we assess whether there are any indicators
that the value of our Investments in Joint Ventures may be
impaired. An investment is impaired only if our estimate of the
fair value of the investment is less than the carrying value of
the investment, and such decline in fair value is deemed to be
other than temporary. To the extent impairment has occurred, the
loss shall be measured as the excess of the carrying amount of
the investment over the fair value of the investment. Our
estimates of fair value for each investment are based on a
number of subjective assumptions that are subject to economic
and market uncertainties including, among others, demand for
space, market rental rates and operating costs, the discount
rate used to value the cash flows of the properties and the
discount rate used to value the Joint Ventures’ debt. As
these factors are difficult to predict and are subject to future
events that may alter our assumptions, our fair values estimated
in the impairment analyses may not be realized.
67
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Stock
Based Compensation
We account for stock based compensation using the modified
prospective application method, which requires measurement of
compensation cost for all stock-based awards at fair value on
the date of grant and recognition of compensation over the
service period for awards expected to vest.
Revenue
Recognition
Rental income is recognized on a straight-line method under
which contractual rent increases are recognized evenly over the
lease term. Tenant recovery income includes payments from
tenants for real estate taxes, insurance and other property
operating expenses and is recognized as revenue in the same
period the related expenses are incurred by us.
Revenue is recognized on payments received from tenants for
early lease terminations after we determine that all the
necessary criteria have been met in accordance with the
FASB’s guidance on accounting for leases.
Interest income on mortgage loans receivable is recognized based
on the accrual method unless a significant uncertainty of
collection exists. If a significant uncertainty exists, interest
income is recognized as collected.
We provide an allowance for doubtful accounts against the
portion of tenant accounts receivable which is estimated to be
uncollectible. Accounts receivable in the consolidated balance
sheets are shown net of an allowance for doubtful accounts of
$3,001 and $3,235 as of December 31, 2010 and 2009,
respectively. For accounts receivable we deem uncollectible, we
use the direct write-off method.
Gain
on Sale of Real Estate
Gain on sale of real estate is recognized using the full accrual
method, when appropriate. Gains relating to transactions which
do not meet the full accrual method of accounting are deferred
and recognized when the full accrual method of accounting
criteria are met or by using the installment or deposit methods
of profit recognition, as appropriate in the circumstances. As
the assets are sold, their costs and related accumulated
depreciation are written off with resulting gains or losses
reflected in net income or loss. Estimated future costs to be
incurred by us after completion of each sale are included in the
determination of the gain on sales.
Notes
Receivable
Notes receivable are primarily comprised of mortgage note
receivables that we have made in connection with sales of real
estate assets. The note receivables are recorded at fair value
at the time of issuance. Interest income is accrued as earned.
Notes receivable are considered past due based on the
contractual terms of the note agreement. On a quarterly basis,
we evaluate the collectability of each mortgage note receivable
based on various factors which may include payment history,
expected fair value of the collateral securing the loan,
internal and external credit information
and/or
economic trends. A loan is considered impaired when, based upon
current information and events, it is probable that we will be
unable to collect all amounts due under the existing contractual
terms. When a loan is considered impaired, the amount of the
loss accrual is calculated by comparing the carrying amount of
the note receivable to the present value of expected future cash
flows. Since the majority of our notes receivable are
collateralized by a first mortgage, the loans have risk
characteristics similar to the risks in owning commercial real
estate.
Income
Taxes
We have elected to be taxed as a REIT under Sections 856
through 860 of the Code. As a result, we generally are not
subject to federal income taxation to the extent of the income
which we distribute if we satisfy the requirements set forth in
Section 856 of the Code (pertaining to its organization and
types of
68
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
income and assets) necessary to maintain our status as a REIT.
We are required to distribute annually at least 90% of our REIT
taxable income, as defined in the Code, to our stockholders and
we satisfy certain other requirements.
A benefit/provision has been made for federal income taxes in
the accompanying consolidated financial statements for
activities conducted in the TRSs, which has been accounted for
under the FASB’s guidance on accounting for income taxes.
In accordance with the guidance, the total benefit/provision has
been separately allocated to income from continuing operations,
income from discontinued operations and gain on sale of real
estate.
We and certain of our subsidiaries are subject to certain state
and local income, excise and franchise taxes. The provision for
excise and franchise taxes has been reflected in general and
administrative expense in the consolidated statements of
operations and has not been separately stated due to its
insignificance. State and local income taxes are included in the
benefit/provision for income taxes which is allocated to income
from continuing operations, income from discontinued operations
and gain on sale of real estate.
We file income tax returns in the U.S., and various states and
foreign jurisdictions. The old TRS is currently under
examination by the Internal Revenue Service (“IRS”)
for 2008 and for the tax year ended September 1, 2009. In
general, the statutes of limitations for income tax returns
remain open for the years 2007 through 2010.
Participating
Securities
Net income net of preferred dividends is allocated to common
stockholders and participating securities based upon their
proportionate share of weighted average shares plus weighted
average participating securities. Participating securities are
unvested share-based payment awards that contain non-forfeitable
rights to dividends or dividend equivalents. Certain restricted
stock awards and restricted unit awards granted to employees and
directors are considered participating securities as they
receive non-forfeitable dividend or dividend equivalents at the
same rate as common stock. See Note 9 for further
disclosure about participating securities.
Earnings
Per Share (“EPS”)
Basic net (loss) income per common share is computed by dividing
net (loss) income available to common shareholders by the
weighted average number of common shares outstanding for the
period. Diluted net (loss) income per common share is computed
by dividing net (loss) income available to common shareholders
by the sum of the weighted average number of common shares
outstanding and any dilutive non-participating securities for
the period. See Note 9 for further disclosure about EPS.
Derivative
Financial Instruments
Historically, we have used interest rate protection agreements
(“Agreements”) to fix the interest rate on anticipated
offerings of senior unsecured notes or convert floating rate
debt to fixed rate debt. Receipts or payments that result from
the settlement of Agreements used to fix the interest rate on
anticipated offerings of senior unsecured notes are amortized
over the life of the derivative or the life of the debt and
included in interest expense. Receipts or payments resulting
from Agreements used to convert floating rate debt to fixed rate
debt are recognized as a component of interest expense.
Agreements which qualify for hedge accounting are
marked-to-market
and any gain or loss that is effective is recognized in other
comprehensive income (shareholders’ equity). Agreements
which do not qualify for hedge accounting are
marked-to-market
and any gain or loss is recognized in net (loss) income
immediately. Amounts accumulated in other comprehensive income
during the hedge period are reclassified to earnings in the same
period during which the forecasted transaction or hedged item
affects net (loss) income. The credit risks associated with
Agreements are
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
controlled through the evaluation and monitoring of the
creditworthiness of the counterparty. In the event that the
counterparty fails to meet the terms of Agreements, our exposure
is limited to the current value of the interest rate
differential, not the notional amount, and our carrying value of
Agreements on the balance sheet. See Note 14 for more
information on Agreements.
Fair
Value of Financial Instruments
Financial instruments other than our derivatives include tenant
accounts receivable, net, mortgage notes receivable, accounts
payable, other accrued expenses, mortgage and other loans
payable, unsecured credit facility and senior unsecured notes.
The fair values of tenant accounts receivable, net, accounts
payable and other accrued expenses approximate their carrying or
contract values. See Note 6 for the fair values of the
mortgage and other loans payable, unsecured credit facility and
senior unsecured notes and see Note 4 for the fair value of
our mortgage notes receivable.
Discontinued
Operations
The FASB’s guidance on financial reporting for the disposal
of long lived assets requires that the results of operations and
gains or losses on the sale of property or property held for
sale be presented in discontinued operations if both of the
following criteria are met: (a) the operations and cash
flows of the property have been (or will be) eliminated from the
ongoing operations of the Company as a result of the disposal
transaction and (b) we will not have any significant
continuing involvement in the operations of the property after
the disposal transaction. The guidance also requires prior
period results of operations for these properties to be
reclassified and presented in discontinued operations in prior
consolidated statements of operations.
Segment
Reporting
Management views the Company as a single segment based on its
method of internal reporting.
Recent
Accounting Pronouncements
In July 2010, the FASB issued a new accounting standard that
requires enhanced disclosures about financing receivables,
including the allowance for credit losses, credit quality and
impaired loans. This standard is effective for fiscal years
ending after December 15, 2010. We adopted the standard in
the fourth quarter 2010 and it did not have a material impact to
our financial statements.
In June 2009, the FASB issued new guidance which revises and
updates previously issued guidance related to variable interest
entities. This new guidance, which became effective
January 1, 2010, revises the previous guidance by
eliminating the exemption for qualifying special purpose
entities, by establishing a new approach for determining who
should consolidate a variable-interest entity and by changing
when it is necessary to reassess who should consolidate a
variable- interest entity. We adopted this new guidance on
January 1, 2010. However, the adoption of this guidance did
not impact our financial position or results of operations.
| 4. | Investment in Real Estate |
Acquisitions
In 2008, we acquired 26 industrial properties comprising, in the
aggregate, approximately 3.1 million square feet of GLA and
several land parcels. The purchase price of these acquisitions
totaled approximately $339,650, excluding costs incurred in
conjunction with the acquisition of the industrial properties
and land parcels. We also substantially completed development of
eight properties comprising approximately 4.5 million
square feet of GLA at a cost of approximately $148,236. We
reclassed the costs of the substantially completed developments
from construction in progress to building, tenant improvements
and leasing commissions.
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
In 2009, we acquired one land parcel. The purchase price of the
land parcel was approximately $208, excluding costs incurred in
conjunction with the acquisition of the land parcel. We also
substantially completed the development of two industrial
properties comprising approximately 1.1 million square feet
of GLA at a cost of approximately $41,258. We reclassed the
costs of the substantially completed developments from
construction in progress to building, tenant improvements and
leasing commissions.
In 2010, we acquired three industrial properties comprising, in
the aggregate, approximately 0.5 million square feet of
GLA, including one industrial property purchased from the 2005
Development/Repositioning Joint Venture (see Note 5). The
purchase price of these acquisitions totaled approximately
$22,408 excluding costs incurred in conjunction with the
acquisition of the industrial properties.
Intangible
Assets Subject To Amortization in the Period of
Acquisition
The fair value of in-place leases, above market leases and
tenant relationships recorded due to real estate properties
acquired for the years ended December 31, 2010 and 2009 is
as follows:
|
Year Ended
|
Year Ended
|
|||||||
|
December 31,
|
December 31,
|
|||||||
| 2010 | 2009 | |||||||
|
In-Place Leases
|
$ | 1,782 | $ | — | ||||
|
Above Market Leases
|
$ | 239 | $ | — | ||||
|
Tenant Relationships
|
$ | 1,881 | $ | — | ||||
The weighted average life in months of in-place leases, above
market leases and tenant relationships recorded as a result of
the real estate properties acquired for the years ended
December 31, 2010 and 2009 is as follows:
|
Year Ended
|
Year Ended
|
|||||||
|
December 31,
|
December 31,
|
|||||||
| 2010 | 2009 | |||||||
|
In-Place Leases
|
100 | N/A | ||||||
|
Above Market Leases
|
88 | N/A | ||||||
|
Tenant Relationships
|
165 | N/A | ||||||
Sales
and Discontinued Operations
In 2008, we sold 114 industrial properties comprising
approximately 9.1 million square feet of GLA and several
land parcels. Gross proceeds from the sales of the 114
industrial properties and several land parcels were
approximately $583,211. The gain on sale of real estate was
approximately $184,175, of which $172,167 is shown in
discontinued operations. One-hundred thirteen of the 114 sold
industrial properties meet the criteria to be included in
discontinued operations. Therefore the results of operations and
gain on sale of real estate for the 113 sold industrial
properties that meet the criteria are included in discontinued
operations. The results of operations and gain on sale of real
estate for the one industrial property and several land parcels
that do not meet the criteria to be included in discontinued
operations are included in continuing operations.
In 2009, we sold 15 industrial properties comprising
approximately 1.9 million square feet of GLA and several
land parcels. Gross proceeds from the sales of the 15 industrial
properties and several land parcels were approximately $100,194.
The gain on sale of real estate was approximately $24,580, of
which $24,206 is shown in discontinued operations. The 15 sold
industrial properties meet the criteria to be included in
discontinued operations. Therefore the results of operations and
gain on sale of real estate for the 15 sold industrial
properties are included in discontinued operations. The results
of operations and gain on sale of real estate for the several
land parcels that do not meet the criteria to be included in
discontinued operations are included in continuing operations.
71
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
In 2010, we sold 13 industrial properties comprising
approximately 1.1 million square feet of GLA and several
land parcels. Gross proceeds from the sales of the 13 industrial
properties and several land parcels were approximately $71,019.
The gain on sale of real estate was approximately $11,951, of
which $11,092 is shown in discontinued operations. The 13 sold
industrial properties and one land parcel that received ground
rental revenues meet the criteria to be included in discontinued
operations. Therefore the results of operations and gain on sale
of real estate for the 13 sold industrial properties are
included in discontinued operations. The results of operations
and gain on sale of real estate for the several land parcels
that do not meet the criteria to be included in discontinued
operations are included in continuing operations.
At December 31, 2010, we had 192 industrial properties
comprising approximately 15.8 million square feet of GLA
held for sale. The results of operations of the 192 industrial
properties held for sale at December 31, 2010 are included
in discontinued operations. There can be no assurance that such
industrial properties held for sale will be sold.
The following table discloses certain information regarding the
industrial properties included in our discontinued operations
for the years ended December 31, 2010, 2009 and 2008.
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Total Revenues
|
$ | 60,718 | $ | 69,584 | $ | 111,536 | ||||||
|
Property Expenses
|
(25,747 | ) | (28,819 | ) | (42,509 | ) | ||||||
|
Impairment Loss
|
(158,699 | ) | (1,317 | ) | — | |||||||
|
Depreciation and Amortization
|
(25,054 | ) | (35,471 | ) | (52,253 | ) | ||||||
|
Interest Expense
|
(64 | ) | (502 | ) | (497 | ) | ||||||
|
Gain on Sale of Real Estate
|
11,092 | 24,206 | 172,167 | |||||||||
|
Provision for Income Taxes
|
— | (1,824 | ) | (5,166 | ) | |||||||
|
Income from Discontinued Operations
|
$ | (137,754 | ) | $ | 25,857 | $ | 183,278 | |||||
At December 31, 2010 and 2009, we had notes receivables
outstanding of approximately $58,803 and $60,029, net of a
discount of $383 and $449, respectively, which is included as a
component of Prepaid Expenses and Other Assets, Net. At
December 31, 2010 and 2009, the fair value of the notes
receivables were $60,944 and $56,812, respectively. The fair
values of our notes receivables were determined by discounting
the future cash flows using the current rates at which similar
loans with similar remaining maturities would be made to other
borrowers.
Impairment
Charges
On October 22, 2010, management amended its revolving
credit facility (as amended, the “Unsecured Credit
Facility”). In conjunction with the amendment, management
identified a pool of real estate assets (the “Non-Strategic
Assets”) that it intends to market and sell. Management
evaluated whether the Non-Strategic Assets should be classified
as “held for sale” at September 30, 2010 but
concluded that the Non-Strategic Assets did not meet the
“held for sale” criteria because management did not
have the authority to sell and were not committed to a plan to
sell until October 22, 2010. At September 30, 2010,
the Non-Strategic Assets consisted of 195 industrial properties
comprising approximately 16.4 million square feet of GLA
and land parcels comprising approximately 724 gross acres.
Management reassessed the holding period for the Non-Strategic
Assets and determined that 129 of the industrial properties
comprising approximately 10.6 million square feet of GLA
and land parcels comprising approximately 503 gross acres
were impaired, and as such, the Company recorded an aggregate
impairment charge of approximately $163,862 during the third
quarter of 2010. At September 30, 2010, the valuation of
the 129 impaired industrial properties comprising approximately
10.6 million square feet of GLA and land parcels comprising
approximately 474 gross acres was determined using widely
accepted valuation techniques including internal valuations of
real estate
and/or
discounted cash flow analyses on expected cash flows.
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
At December 31, 2010, the Non-Strategic Assets consisted of
193 industrial properties comprising approximately
16.1 million square feet of GLA and land parcels comprising
approximately 695 gross acres. The Non-Strategic Assets
(except one industrial property comprising 0.3 million
square feet of GLA) were classified as held for sale as of
December 31, 2010. During the three months ended
December 31, 2010, we recorded an additional non-cash
impairment charge of $21,535 relating to the Non-Strategic
Assets. The additional charge is primarily comprised of
estimated closing costs for 118 of the 192 industrial properties
comprising approximately 10.4 million square feet of GLA
and land parcels comprising approximately 449 gross acres
as well as additional impairment related to certain industrial
properties and land parcels within the Non-Strategic Assets
based upon recent market information, including receipt of third
party purchase offers. The impairment charge recognized during
the three months ended December 31, 2010 for the
Non-Strategic Assets (except one industrial property comprising
0.3 million square feet of GLA) was calculated as the
excess of the carrying value of the properties and land parcels
over the fair value less costs to sell due to their
classification as held for sale at December 31, 2010. The
impairment charge related to the one industrial property
comprising 0.3 million square feet of GLA that is not
classified as held for sale was calculated as the excess of its
carrying value over fair value.
Additionally, during the first quarter of 2010, we recorded an
impairment charge in the amount of $9,155 related to a certain
property comprised of 0.3 million square feet of GLA
located in Grand Rapids, Michigan (“Grand Rapids
Property”) in connection with the negotiation of a new
lease. The non-cash impairment charge related to the Grand
Rapids Property was based upon the difference between the fair
value of the property and its carrying value. The valuation of
the Grand Rapids Property was determined based upon a discounted
cash flow analysis on expected cash flows and the income
capitalization approach considering prevailing market
capitalization rates.
During 2009, we recorded an impairment charge in the amount of
$6,934 related to a certain property comprised of
0.2 million square feet of GLA located in the Inland Empire
market in California (“Inland Empire Property”). The
non-cash impairment charge related to the Inland Empire Property
was based upon the difference between the fair value of the
property and its carrying value. The valuation of the Inland
Empire Property was determined based upon a discounted cash flow
analysis on expected cash flows and the income capitalization
approach considering prevailing market capitalization rates.
We adopted the fair value measurement provisions as of
January 1, 2009, for the impairment of long-lived assets
recorded at fair value. The new guidance establishes a
three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. These tiers include: Level 1,
defined as observable inputs such as quoted prices in active
markets; Level 2, defined as inputs other than quoted
prices in active markets that are either directly or indirectly
observable; and Level 3, defined as unobservable inputs in
which little or no market data exists, therefore requiring an
entity to develop its own assumptions.
The following table presents information about our assets that
were measured at fair value on a non-recurring basis during the
years ended December 31, 2010 and 2009. The table indicates
the fair value hierarchy of the valuation techniques we utilized
to determine fair value.
|
Fair Value Measurements on a
|
||||||||||||||||||||
| Non-Recurring Basis Using: | ||||||||||||||||||||
|
Quoted Prices in
|
||||||||||||||||||||
|
Active Markets for
|
Significant Other
|
Unobservable
|
Total
|
|||||||||||||||||
|
For the Year Ended
|
Identical Assets
|
Observable Inputs
|
Inputs
|
Gains
|
||||||||||||||||
|
Description
|
December 31, 2010 | (Level 1) | (Level 2) | (Level 3) | (Losses) | |||||||||||||||
|
Long-lived Assets Held and Used
|
$ | 3,905 | — | — | $ | 3,905 | $ | (1,326 | ) | |||||||||||
|
Long-lived Assets Held for Sale
|
$ | 288,369 | — | — | $ | 288,369 | $ | (193,226 | ) | |||||||||||
73
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
|
Fair Value Measurements on a
|
||||||||||||||||||||
| Non-Recurring Basis Using: | ||||||||||||||||||||
|
Quoted Prices in
|
||||||||||||||||||||
|
Active Markets for
|
Significant Other
|
Unobservable
|
Total
|
|||||||||||||||||
|
For The Year Ended
|
Identical Assets
|
Observable Inputs
|
Inputs
|
Gains
|
||||||||||||||||
|
Description
|
December 31, 2009 | (Level 1) | (Level 2) | (Level 3) | (Losses) | |||||||||||||||
|
Long-lived Assets Held and Used
|
$ | 3,830 | — | — | $ | 3,830 | $ | (6,934 | ) | |||||||||||
| 5. | Investments in Joint Ventures and Property Management Services |
On August 5, 2010, we sold our interests in the 2005
Development/Repositioning Joint Venture, the 2005 Core Joint
Venture, the 2006 Land/Development Joint Venture and the 2007
Canada Joint Venture to our joint venture partner generating
sale proceeds of approximately $5.0 million. In connection
with the sale, we wrote off our carrying value for the 2005
Development/Repositioning Joint Venture, the 2005 Core Joint
Venture, the 2006 Land/Development Joint Venture and the 2007
Canada Joint Venture as well as $1,625 of unrealized loss
recorded in Other Comprehensive Income (see Note 14). We
recorded an $11,226 gain related to the sale, which is included
in Gain on Sale of Joint Venture Interests for the year ended
December 31, 2010. As a result of this sale, we will no
longer serve as asset manager for these ventures. Pursuant to
the sale agreement, we are entitled to proceeds related to sales
of certain assets (the “Sale Assets”), if the sale of
such assets was consummated by a stated timeframe. Three of the
Sale Assets closed between August 6, 2010 and
December 31, 2010. In connection with the three sales, we
earned approximately $2,700, which is included in the Gain on
Sale of Joint Venture Interests for the year ended
December 31, 2010. Additionally, we are entitled to earn
leasing, development and disposition fees related to certain
assets identified at the time of sale within the sale agreement.
During December 2007, we entered into the 2007 Europe Joint
Venture with an institutional investor to invest in, own,
develop, redevelop and operate industrial properties. We
continue to hold our 10% equity interest in the 2007 Europe
Joint Venture. As of December 31, 2010, the 2007 Europe
Joint Venture did not own any properties.
On June 11, 2010, we purchased an industrial property from
the 2005 Development/Repositioning Joint Venture for a purchase
price of $14,627.
On May 16, 2003, we entered into the 2003 Net Lease Joint
Venture with an institutional investor to invest in industrial
properties. We own a 15% equity interest in and provide property
management services to the 2003 Net Lease Joint Venture. During
the year ended December 31, 2009, we recorded an impairment
loss of $243 in Equity in Income (Loss) of Joint Ventures which
represents our proportionate share of the impairment loss
related to one industrial property owned by the 2003 Net Lease
Joint Venture. Additionally, for the year ended
December 31, 2009, we recorded an impairment loss on our
investment in the 2003 Net Lease Joint Venture of $1,315 in
Equity in Income (Loss) of Joint Ventures. For the year ended
December 31, 2008, we recorded an impairment loss on the
investment in one industrial property owned by the 2003 Net
Lease Joint Venture of $1,249 in Equity in Income (Loss) of
Joint Ventures. As of December 31, 2010, the 2003 Net Lease
Joint Venture owned nine industrial properties comprising
approximately 4.9 million square feet of GLA.
On March 18, 2005, we entered into the 2005
Development/Repositioning Joint Venture with an institutional
investor to invest in, own, develop, redevelop and operate
certain industrial properties. We owned a 10% equity interest in
and provided property management, asset management, development
management, disposition, incentive and leasing management
services to the 2005 Development/Repositioning Joint Venture.
During the year ended December 31, 2008, we recorded an
impairment loss of $483 in Equity in Income (Loss) of Joint
Ventures which represents our proportionate share of impairment
loss related to two industrial properties and one land parcel
owned by the 2005 Development/Repositioning Joint Venture.
Additionally, for
74
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
the year ended December 31, 2008 we recorded an impairment
loss on our investment in the 2005 Development/Repositioning
Joint Venture of $25,332 in Equity in Income (Loss) of Joint
Ventures.
On September 7, 2005, we entered into the 2005 Core Joint
Venture with an institutional investor to invest in, own and
operate certain industrial properties. We owned a 10% equity
interest in and provided property management, asset management,
development management, disposition, incentive and leasing
management services to the 2005 Core Joint Venture. For the year
ended December 31, 2008, we recorded an impairment loss on
our investment in the 2005 Core Joint Venture of $3,153 in
Equity in Income (Loss) of Joint Ventures.
On March 21, 2006, we entered into the 2006 Net Lease
Co-Investment Program with an institutional investor to invest
in industrial properties. We owned a 15% equity interest in and
provided property management, asset management and leasing
management services to the 2006 Net Lease Co-Investment Program.
On September 18, 2009, we received a notice from the
counterparty in the 2006 Net Lease Co-Investment Program that
such counterparty is exercising the buy/sell provision in the
program’s governing agreement to either purchase our 15%
interests in the real property assets currently owned by the
program or sell to us its interests in some or all of such
assets, along with an additional real property asset in another
program which we manage but in which we have no ownership
interest. We accepted the investor’s offered price. As a
result, during the year ended December 31, 2009, we
recorded an impairment loss of $1,747 in Equity in Income (Loss)
of Joint Ventures which represents our proportionate share of
the impairment loss related to one industrial property owned by
the 2006 Net Lease Co-Investment Program and an impairment loss
on our investment in the 2006 Net Lease Co-Investment Program of
$3,879. During the year ended December 31, 2008, we
recorded an impairment loss of $2,216 in Equity in Income (Loss)
of Joint Ventures which represents our proportionate share of
the impairment loss related to two industrial properties owned
by the 2006 Net Lease Co-Investment Program.
Pursuant to the buy/sell provision in the 2006 Net Lease
Co-Investment Program’s governing agreement that our
counterparty exercised on May 25, 2010, we sold our 15%
interest in the real estate property assets in the 2006 Net
Lease Co-Investment Program to our counterparty and received
$4,541 in net proceeds. In connection with the sale, we wrote
off our carrying value for the 2006 Net Lease Co-Investment
Program and recorded a $852 gain, which is included in Equity in
Income (Loss) of Joint Ventures.
On July 21, 2006, we entered into the 2006 Land/Development
Joint Venture with an institutional investor to invest in land
and vertical development. We owned a 10% equity interest in and
provide property management, asset management, development
management and leasing management services to the 2006
Land/Development Joint Venture. For the year ended
December 31, 2008 we recorded an impairment loss on our
investment in the 2006 Land/Development Joint Venture of $10,105
in Equity in Income (Loss) of Joint Ventures.
The 2003 Net Lease Joint Venture is considered a variable
interest entity in accordance with the FASB’s guidance on
the consolidation of variable interest entities. However, we
continue to not be the primary beneficiary for the venture. As
of December 31, 2010, our investment in the 2003 Net Lease
Joint Venture is $2,451. Our maximum exposure to loss is equal
to our investment balance of each venture as of year end plus
any future contributions we make to the ventures.
During July 2007, we entered into a management arrangement with
an institutional investor to provide property management,
leasing, acquisition, disposition and portfolio management
services for three industrial properties (the “July 2007
Fund”). We do not own an equity interest in the July 2007
Fund, however we are entitled to incentive payments if certain
economic thresholds related to the industrial properties are
achieved. Effective September 2, 2009, we ceased to provide
any services for two of the industrial properties in the July
2007 Fund. We received a one-time fee of approximately $866 in
the third quarter of 2009 from the
75
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
termination of the management agreement. Effective May 24,
2010, we ceased to provide any services to the remaining
industrial property in the July 2007 Fund.
At December 31, 2010 and 2009, we have receivables from the
Joint Ventures (and/or our former Joint Venture partner) and the
July 2007 Fund in the aggregate amount of $2,857 and $1,218,
respectively, which primarily relate to proceeds from the sale
of three Sale Assets and development, leasing, property
management, disposition and asset management fees due to us.
These receivable amounts are included in Prepaid Expenses and
Other Assets, Net.
During the years ended December 31, 2010, 2009 and 2008, we
invested the following amounts in, as well as received
distributions from, our Joint Ventures and recognized fees from
acquisition, disposition, leasing, development, incentive,
property management and asset management services from our Joint
Ventures and the July 2007 Fund in the following amounts:
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Contributions
|
$ | 777 | $ | 3,742 | $ | 16,623 | ||||||
|
Distributions
|
$ | 14,551 | $ | 8,652 | $ | 22,505 | ||||||
|
Fees
|
$ | 4,952 | $ | 11,174 | $ | 19,757 | ||||||
The combined summarized financial information of the investments
in Joint Ventures is as follows:
|
December 31,
|
December 31,
|
|||||||
| 2010 | 2009 | |||||||
|
Condensed Combined Balance Sheets
|
||||||||
|
Gross Real Estate Investment
|
$ | 210,567 | $ | 1,785,713 | ||||
|
Less: Accumulated Depreciation
|
(47,286 | ) | (126,685 | ) | ||||
|
Net Real Estate
|
163,281 | 1,659,028 | ||||||
|
Other Assets
|
33,351 | 159,659 | ||||||
|
Total Assets
|
$ | 196,632 | $ | 1,818,687 | ||||
|
Debt
|
$ | 157,431 | $ | 1,452,339 | ||||
|
Other Liabilities
|
10,849 | 70,544 | ||||||
|
Equity
|
28,352 | 295,804 | ||||||
|
Total Liabilities and Equity
|
$ | 196,632 | $ | 1,818,687 | ||||
|
Company’s share of Equity
|
$ | 4,344 | $ | 34,310 | ||||
|
Basis Differentials(1)
|
(2,089 | ) | (28,507 | ) | ||||
|
Carrying Value of the Company’s investments in Joint
Ventures
|
$ | 2,255 | $ | 5,803 | ||||
| (1) | This amount represents the aggregate difference between our historical cost basis and the basis reflected at the joint venture level. Basis differentials are primarily comprised of impairments we recorded to reduce certain of our investments in Joint Ventures to fair value, a gain deferral related to a property we sold to the 2003 Net Lease Joint Venture, deferred fees and certain equity costs which are not reflected at the joint venture level. |
76
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Condensed Combined Statements of Operations
|
||||||||||||
|
Total Revenues
|
$ | 61,628 | $ | 91,143 | $ | 86,245 | ||||||
|
Expenses:
|
||||||||||||
|
Operating and Other
|
28,067 | 42,172 | 36,905 | |||||||||
|
Interest
|
32,461 | 42,194 | 53,053 | |||||||||
|
Depreciation and Amortization
|
30,877 | 49,993 | 46,460 | |||||||||
|
Impairment Loss
|
3,268 | 150,804 | 9,951 | |||||||||
|
Total Expenses
|
94,673 | 285,163 | 146,369 | |||||||||
|
Income from Discontinued Operations (Including Gain on Sale of
Real Estate of $2,761, $1,177 and $34,885 for the years ended
December 31, 2010, 2009 and 2008, respectively)
|
3,725 | 1,846 | 25,114 | |||||||||
|
Gain on Sale of Real Estate
|
808 | 8,603 | 17,092 | |||||||||
|
Net Loss
|
$ | (28,512 | ) | $ | (183,571 | ) | $ | (17,918 | ) | |||
|
Company’s Share of Net Income (Loss)
|
675 | (1,276 | ) | 6,661 | ||||||||
|
Impairment on the Company’s Investments in Joint Ventures
|
— | (5,194 | ) | (39,839 | ) | |||||||
|
Equity in Income (Loss) of Joint Ventures
|
$ | 675 | $ | (6,470 | ) | $ | (33,178 | ) | ||||
We adopted the fair value measurement provisions as of
January 1, 2009, for the impairment of long-lived assets
recorded at fair value. The new guidance establishes a
three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. These tiers include: Level 1,
defined as observable inputs such as quoted prices in active
markets; Level 2, defined as inputs other than quoted
prices in active markets that are either directly or indirectly
observable; and Level 3, defined as unobservable inputs in
which little or no market data exists, therefore requiring an
entity to develop its own assumptions.
During the year ended December 31, 2009, we recorded $5,194
in impairment charges on our interest in the 2006 Net Lease
Co-Investment Program and the 2003 Net Lease Joint Venture. The
non-cash impairment charge related to our unconsolidated Joint
Venture investments is based upon the difference between the
fair value of our equity interest and our carrying value. The
valuation of investments is determined using widely accepted
valuation techniques including discounted cash flow analysis on
expected cash flows, the income capitalization approach
considering prevailing market capitalization rates, analysis of
recent comparable sale transactions
and/or
consideration of the amount that currently would be required to
replace the asset, as adjusted for obsolescence. In general, we
consider multiple valuation techniques when measuring the fair
value of an investment, however; in certain circumstances, a
single valuation technique may be appropriate.
The following table presents information about our impairment
charges that were measured on a fair value basis for the year
ended December 31, 2009. The table indicates the fair value
hierarchy of the valuation techniques we utilized to determine
fair value.
|
Fair Value Measurements at
|
||||||||||||||||||||
| December 31, 2009 Using: | ||||||||||||||||||||
|
Quoted Prices in
|
||||||||||||||||||||
|
Active Markets for
|
Significant Other
|
Unobservable
|
Total
|
|||||||||||||||||
|
December 31,
|
Identical Assets
|
Observable Inputs
|
Inputs
|
Gains
|
||||||||||||||||
|
Description
|
2009 | (Level 1) | (Level 2) | (Level 3) | (Losses) | |||||||||||||||
|
Unconsolidated Joint Venture Investments
|
$ | 3,910 | — | — | $ | 3,910 | $ | (5,194 | ) | |||||||||||
77
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
| 6. |
|
The following table discloses certain information regarding our
indebtedness:
|
Effective
|
||||||||||||||||||||
|
Outstanding
|
Interest
|
Interest
|
||||||||||||||||||
| Balance at |
Rate at
|
Rate at
|
||||||||||||||||||
|
December 31,
|
December 31,
|
December 31,
|
December 31,
|
Maturity
|
||||||||||||||||
| 2010 | 2009 | 2010 | 2010 | Date | ||||||||||||||||
|
Mortgage and Other Loans Payable, Net*
|
$ | 486,055 | $ | 402,974 | 5.00% | - 9.25% | 4.93% | -9.25% |
March 2011-
October 2020 |
|||||||||||
|
Unamortized Premiums
*
|
(358 | ) | (1,025 | ) | ||||||||||||||||
|
Mortgage and Other Loans Payable, Gross*
|
$ | 485,697 | $ | 401,949 | ||||||||||||||||
|
Senior Unsecured Notes, Net
|
||||||||||||||||||||
|
2016 Notes
|
$ | 159,899 | $ | 159,843 | 5.750% | 5.91% | 01/15/16 | |||||||||||||
|
2017 Notes
|
87,195 | 87,187 | 7.500% | 7.52% | 12/01/17 | |||||||||||||||
|
2027 Notes
|
13,559 | 13,559 | 7.150% | 7.11% | 05/15/27 | |||||||||||||||
|
2028 Notes
|
189,869 | 189,862 | 7.600% | 8.13% | 07/15/28 | |||||||||||||||
|
2011 Notes
|
— | 143,447 | 7.375% | 7.39% | 03/15/11 | |||||||||||||||
|
2012 Notes
|
61,774 | 143,837 | 6.875% | 6.85% | 04/15/12 | |||||||||||||||
|
2032 Notes
|
34,667 | 34,651 | 7.750% | 7.87% | 04/15/32 | |||||||||||||||
|
2014 Notes
|
86,792 | 105,253 | 6.420% | 6.54% | 06/01/14 | |||||||||||||||
|
2011 Exchangeable Notes
|
128,137 | 144,870 | 4.625% | 5.53% | 09/15/11 | |||||||||||||||
|
2017 II Notes
|
117,637 | 117,605 | 5.950% | 6.37% | 05/15/17 | |||||||||||||||
|
Subtotal
|
$ | 879,529 | $ | 1,140,114 | ||||||||||||||||
|
Unamortized Discounts
|
6,980 | 11,191 | ||||||||||||||||||
|
Senior Unsecured Notes, Gross
|
$ | 886,509 | $ | 1,151,305 | ||||||||||||||||
|
Unsecured Credit Facility
|
$ | 376,184 | $ | 455,244 | 3.376% | 3.376% | 09/28/12 | |||||||||||||
| * | Excludes $1,008 of Mortgage Loan Payable on Real Estate Held for Sale and $48 of unamortized premiums. |
Mortgage
and Other Loans Payable, Net
During year ended December 31, 2010, we obtained the
following mortgage loans:
|
Number of
|
Property
|
|||||||||||||||||||||||||||||||
|
Industrial
|
Carrying
|
|||||||||||||||||||||||||||||||
|
Properties
|
Value at
|
|||||||||||||||||||||||||||||||
|
Mortgage
|
Loan
|
Interest
|
Origination
|
Maturity
|
Amortization
|
Collateralizing
|
GLA
|
December 31,
|
||||||||||||||||||||||||
|
Financing
|
Principal | Rate | Date | Date | Period | Mortgage | (In millions) | 2010 | ||||||||||||||||||||||||
|
I
|
$ | 7,780 | 7.40 | % | January 28, 2010 | February 5, 2015 | 25-year | 1 | 0.1 | $ | 8,875 | |||||||||||||||||||||
|
II
|
7,200 | 7.40 | % | January 28, 2010 | February 5, 2015 | 25-year | 1 | 0.2 | 7,322 | |||||||||||||||||||||||
|
III
|
4,300 | 7.40 | % | February 17, 2010 | March 5, 2015 | 25-year | 1 | 0.2 | 6,827 | |||||||||||||||||||||||
|
IV
|
8,250 | 7.40 | % | February 24, 2010 | March 5, 2015 | 25-year | 1 | 0.3 | 12,217 | |||||||||||||||||||||||
|
V.1
|
8,000 | 6.50 | % | June 22, 2010 | July 10, 2020 | 25-year | 2 | 0.2 | 8,919 | |||||||||||||||||||||||
|
V.2
|
7,800 | 6.50 | % | June 22, 2010 | July 10, 2020 | 25-year | 2 | 0.2 | 6,945 | |||||||||||||||||||||||
|
V.3
|
5,750 | 6.50 | % | June 22, 2010 | July 10, 2020 | 25-year | 1 | 0.1 | 9,244 | |||||||||||||||||||||||
|
V.4
|
5,500 | 6.50 | % | June 22, 2010 | July 10, 2020 | 25-year | 6 | 0.1 | 10,003 | |||||||||||||||||||||||
|
VI
|
41,200 | 5.55 | % | September 29, 2010 | October 1, 2020 | 25-year | 11 | 1.5 | 46,258 | |||||||||||||||||||||||
|
VII
|
9,800 | 5.00 | % | October 7, 2010 | November 1, 2015 | 25-year | 2 | 0.2 | 10,927 | |||||||||||||||||||||||
| $ | 105,580 | $ | 127,537 | |||||||||||||||||||||||||||||
78
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
For Mortgage Financings I, II, III and IV,
principal prepayments are prohibited for 36 months after
loan origination. For Mortgage Financing V.1 through V.4
principal prepayments are allowed at any payment due date. For
Mortgage Financing VI, early principal prepayments are
prohibited for 12 months after loan origination. For
Mortgage Financing VII, principal prepayments are allowed at any
time after loan origination. Prepayment premiums typically
decrease as the loan matures and range from 1% to 5% of the loan
balance (or a yield maintenance amount).
On April 30, 2010, we prepaid and retired our secured
mortgage debt maturing in September 2024 in the amount of
$1,654, excluding a prepayment fee of $17, which is included in
(Loss) Gain From Early Retirement of Debt .
On December 1, 2010, we paid off and retired our secured
mortgage debt maturing in December 2010 in the amount of $12,970.
As of December 31, 2010, mortgage and other loans payable
are collateralized by, and in some instances
cross-collateralized by, industrial properties with a net
carrying value of $672,157 and one letter of credit in the
amount of $889. We believe the Operating Partnership and the
Company were in compliance with all covenants relating to
mortgage loans payable as of December 31, 2010.
Senior
Unsecured Notes, Net
During the years ended December 31, 2010 and
December 31, 2009, we repurchased and retired the following
senior unsecured notes prior to its maturity:
| Principal Amount Repurchased | Purchase Price | |||||||||||||||
|
For the
|
For the
|
For the
|
For the
|
|||||||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||||||||||
|
December 31,
|
December 31,
|
December 31,
|
December 31,
|
|||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||
|
2009 Notes
|
$ | — | $ | 19,279 | $ | — | $ | 19,064 | ||||||||
|
2011 Notes
|
143,498 | 56,502 | 147,723 | 52,465 | ||||||||||||
|
2011 Exchangeable Notes
|
18,000 | 53,100 | 17,936 | 48,938 | ||||||||||||
|
2012 Notes
|
82,236 | 55,935 | 82,235 | 48,519 | ||||||||||||
|
2014 Notes
|
21,062 | 12,000 | 17,964 | 8,810 | ||||||||||||
|
2016 Notes
|
— | 34,821 | — | 24,511 | ||||||||||||
|
2017 Notes
|
— | 12,747 | — | 10,399 | ||||||||||||
|
2017 II Notes
|
— | 590 | — | 439 | ||||||||||||
|
2027 Notes
|
— | 1,500 | — | 1,078 | ||||||||||||
|
2028 Notes
|
— | 10,000 | — | 7,548 | ||||||||||||
|
2032 Notes
|
— | 15,000 | — | 11,313 | ||||||||||||
| $ | 264,796 | $ | 271,474 | $ | 265,858 | $ | 233,084 | |||||||||
In connection with these repurchases prior to maturity, we
recognized $(4,096) and $34,562 as (loss) gain on early
retirement of debt for the years ended December 31, 2010
and December 31, 2009, respectively, which is the
difference between the repurchase price of $265,858 and
$233,084, respectively, and the principal amount retired of
$264,796 and $271,474, respectively, net of the pro rata write
off of the unamortized debt issue discount, the unamortized loan
fees, the unamortized settlement amount of the interest rate
protection agreements and the professional services fees related
to the repurchases of $1,707, $519, $(183) and $991,
respectively, and $2,052, $1,286, $523 and $0, respectively. In
addition, we allocated $33 of the purchase price for our 2011
Exchangeable Notes to the reacquisition of the 2011 Exchangeable
Notes equity component for the year ended December 31, 2009.
79
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The indentures governing our senior unsecured notes (except for
the 2011 Exchangeable Notes) contain certain covenants,
including limitations on incurrence of debt and debt service
coverage. We believe the Operating Partnership and the Company
were in compliance with all covenants relating to senior
unsecured debt as of December 31, 2010. However, these
financial covenants are complex and there can be no assurance
that these provisions would not be interpreted by our
noteholders in a manner that could impose and cause us to incur
material costs.
Unsecured
Credit Facility
We have maintained our Unsecured Credit Facility since 1997.
Effective October 22, 2010, we amended our revolving credit
facility to provide for a $200.0 million term loan and a
$200.0 million revolving line of credit. The Unsecured
Credit Facility matures on September 28, 2012. For the term
borrowing, the Unsecured Credit Facility requires interest only
payments through March 29, 2012 at LIBOR plus
325 basis points or at a base rate plus 225 basis
points, at our election. The term borrowing requires quarterly
principal pay-downs of $10,000 beginning March 30, 2012
until maturity on September 28, 2012. For the revolving
borrowings, the Unsecured Credit Facility provides for interest
only payments at LIBOR plus 275 basis points or at a base
rate plus 175 basis points, at our election. At
December 31, 2010, borrowings under the Unsecured Credit
Facility bore interest at a weighted average interest rate of
3.376%. The portion of the Unsecured Credit Facility available
in Canadian dollars is $64,400. The net unamortized deferred
financing fees related to the prior line of credit are amortized
over the extended amortization period, except for $191, which
represents the write off of unamortized deferred financing costs
associated with the decreased capacity of the agreement, which
is included in (Loss) Gain From Early Retirement of Debt.
Certain financial covenants were changed in connection with the
amendment, including the fixed charge coverage ratio, which
decreased to 1.2 times from 1.5 times. Also, the calculation of
Earnings Before Interest, Taxes, Depreciation and Amortization
(“EBITDA”), as defined in the Unsecured Credit
Facility and used in the fixed charge coverage ratio, no longer
includes economic gains or losses from property sales.
Commencing October 1, 2011, certain covenants, including
the consolidated leverage ratio, the ratio of value of
unencumbered assets to outstanding consolidated senior unsecured
debt and the property operating income ratio on unencumbered
assets become more restrictive. The Company has various
liquidity strategies, such as issuing additional equity and
selling industrial properties and land parcels, that it may
employ in order to ensure compliance with the covenants.
However, no assurances can be made that the additional equity
issuances and sales of assets will occur on favorable terms or
at all.
The following shows the material changes to the financial
covenants:
|
Amended
|
Amended
|
|||||||
|
Agreement
|
Agreement
|
|||||||
|
through
|
beginning
|
|||||||
|
September 30,
|
October 1,
|
|||||||
| 2011 | 2011 | |||||||
|
Consolidated Leverage Ratio
|
£ 65.0% | £ 60.0% | ||||||
|
Ratio of Value of Unencumbered Assets to Outstanding
Consolidated Senior Unsecured Debt
|
³ 1.30 | ³ 1.60 | ||||||
|
Property Operating Income Ratio on Unencumbered Assets
|
³ 1.30 | ³ 1.45 | ||||||
The Unsecured Credit Facility contains certain covenants,
including limitations on incurrence of debt and debt service
coverage. Under the Unsecured Credit Facility, an event of
default can also 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 agreement. We
believe that the Operating Partnership and the Company were in
compliance with all covenants relating to the Unsecured Credit
Facility as of December 31, 2010. However, these financial
covenants are complex and there
80
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
can be no assurance that these provisions would not be
interpreted by our lenders in a manner that could impose and
cause us to incur material costs.
The following is a schedule of the stated maturities and
scheduled principal payments of our indebtedness, inclusive of
maturities and scheduled principal payments on Real Estate Held
for Sale, exclusive of premiums and discounts, for the next five
years ending December 31, and thereafter:
| Amount | ||||
|
2011
|
$ | 141,967 | ||
|
2012
|
463,075 | |||
|
2013
|
8,973 | |||
|
2014
|
209,538 | |||
|
2015
|
65,271 | |||
|
Thereafter
|
860,526 | |||
|
Total
|
$ | 1,749,350 | ||
During 2011, the Company has $141,967 of stated maturities and
scheduled principal repayments of which $128,900 represents the
2011 Exchangeable Notes due September 15, 2011. While no
assurances can be made, we expect to satisfy these obligations
with proceeds from property dispositions, the issuance of
additional secured debt and the issuance of common equity,
subject to market conditions (see Note 17).
Fair
Value
At December 31, 2010 and 2009, the fair value of our
indebtedness was as follows:
| December 31, 2010 | December 31, 2009 | |||||||||||||||
|
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
| Amount | Value | Amount | Value | |||||||||||||
|
Mortgage and Other Loans Payable, including mortgages Held for
Sale
|
$ | 487,063 | $ | 548,696 | $ | 402,974 | $ | 407,706 | ||||||||
|
Senior Unsecured Debt
|
879,529 | 851,771 | 1,140,114 | 960,452 | ||||||||||||
|
Unsecured Credit Facility
|
376,184 | 376,184 | 455,244 | 422,561 | ||||||||||||
|
Total
|
$ | 1,742,776 | $ | 1,776,651 | $ | 1,998,332 | $ | 1,790,719 | ||||||||
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 to borrowers with similar
credit ratings and for the same remaining maturities. The fair
value of the senior unsecured notes was determined by quoted
market prices. The fair value of the Unsecured Credit Facility
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.
| 7. | Stockholders’ Equity |
Preferred
Stock
On May 27, 2004, we issued 50,000 Depositary Shares, each
representing 1/100th of a share of our 6.236%,
$0.01 par value, Series F Flexible Cumulative
Redeemable Preferred Stock (the “Series F Preferred
Stock”), at an initial offering price of $1,000.00 per
Depositary Share. Dividends on the Series F Preferred Stock
are cumulative from the date of initial issuance and are payable
semi-annually in arrears for the period from the date of
original issuance through March 31, 2009 (the
“Series F Initial Fixed Rate Period”), commencing
on September 30, 2004, at a rate of 6.236% per annum of the
liquidation preference (the “Series F
81
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Initial Distribution Rate”) (equivalent to $62.36 per
Depositary Share). The coupon rate of our Series F
Preferred Stock resets every quarter beginning March 31,
2009 at 2.375% plus the greater of (i) the 30 year
U.S. Treasury rate, (ii) the 10 year
U.S. Treasury rate or
(iii) 3-month
LIBOR. For the fourth quarter of 2010, the new coupon rate was
6.075%. Dividends on the Series F Preferred Stock are
payable semi-annually in arrears for fixed rate periods
subsequent to the Series F Initial Fixed Rate Period and
quarterly in arrears for floating rate periods. With respect to
the payment of dividends and amounts upon liquidation,
dissolution or winding up, the Series F Preferred Stock
ranks senior to payments on our Common Stock and pari passu with
our Series G Preferred Stock (hereinafter defined),
Series J Preferred Stock (hereinafter defined) and
Series K Preferred Stock (hereinafter defined). On or after
March 31, 2009, subject to any conditions on redemption
applicable in any fixed rate period subsequent to the
Series F Initial Fixed Rate Period, the Series F
Preferred Stock is redeemable for cash at our option, in whole
or in part, at a redemption price equivalent to $1,000.00 per
Depositary Share, or $50,000 in the aggregate, plus dividends
accrued and unpaid to the redemption date. The Series F
Preferred Stock has no stated maturity and is not convertible
into any other securities of the Company. In October 2008, we
entered into an interest rate swap agreement to mitigate our
exposure to floating interest rates related to the forecasted
reset rate of the coupon rate of our Series F Preferred
Stock (see Note 14 for further information on the
agreement).
On May 27, 2004, we issued 25,000 Depositary Shares, each
representing 1/100th of a share of our 7.236%,
$0.01 par value, Series G Flexible Cumulative
Redeemable Preferred Stock (the “Series G Preferred
Stock”), at an initial offering price of $1,000.00 per
Depositary Share. Dividends on the Series G Preferred Stock
are cumulative from the date of initial issuance and are payable
semi-annually in arrears for the period from the date of
original issuance of the Series G Preferred Stock through
March 31, 2014 (the “Series G Initial Fixed Rate
Period”), commencing on September 30, 2004, at a rate
of 7.236% per annum of the liquidation preference (the
“Series G Initial Distribution Rate”) (equivalent
to $72.36 per Depositary Share). On or after March 31,
2014, the Series G Initial Distribution Rate is subject to
reset, at our option, subject to certain conditions and
parameters, at fixed or floating rates and periods. Fixed rates
and periods will be determined through a remarketing procedure.
Floating rates during floating rate periods will equal 2.500%
(the initial credit spread), plus the greater of (i) the
3-month
LIBOR Rate, (ii) the
10-year
Treasury CMT Rate (as defined in the
Articles Supplementary), and (iii) the
30-year
Treasury CMT Rate (the adjustable rate) (as defined in the
Articles Supplementary), reset quarterly. Dividends on the
Series G Preferred Stock are payable semi-annually in
arrears for fixed rate periods subsequent to the Series G
Initial Fixed Rate Period and quarterly in arrears for floating
rate periods. With respect to the payment of dividends and
amounts upon liquidation, dissolution or winding up, the
Series G Preferred Stock ranks senior to payments on our
Common Stock and pari passu with our Series F Preferred
Stock, Series J Preferred Stock (hereinafter defined) and
Series K Preferred Stock (hereinafter defined). On or after
March 31, 2014, subject to any conditions on redemption
applicable in any fixed rate period subsequent to the
Series G Initial Fixed Rate Period, the Series G
Preferred Stock is redeemable for cash at our option, in whole
or in part, at a redemption price equivalent to $1,000.00 per
Depositary Share, or $25,000 in the aggregate, plus dividends
accrued and unpaid to the redemption date. The Series G
Preferred Stock has no stated maturity and is not convertible
into any other securities of the Company.
On January 13, 2006, we issued 6,000,000 Depositary Shares,
each representing 1/10,000th of a share of our 7.25%,
$.01 par value, Series J Cumulative Redeemable
Preferred Stock (the “Series J Preferred Stock”),
at an initial offering price of $25.00 per Depositary Share.
Dividends on the Series J Preferred Stock, represented by
the Depositary Shares, are cumulative from the date of initial
issuance and are payable quarterly in arrears. However, during
any period that both (i) the depositary shares are not
listed on the NYSE or AMEX, or quoted on NASDAQ, and
(ii) we are not subject to the reporting requirements of
the Exchange Act, but the preferred shares are outstanding, we
will increase the dividend on the preferred shares to a rate of
8.25% of the liquidation preference per year. However, if at any
time both (i) the depositary shares cease to be listed on
the NYSE or the AMEX, or quoted on NASDAQ, and (ii) we
cease to be subject to the reporting
82
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
requirements of the Exchange Act, but the preferred shares are
outstanding, then the preferred shares will be redeemable, in
whole but not in part at our option, within 90 days of the
date upon which the depositary shares cease to be listed and we
cease to be subject to such reporting requirements, at a
redemption price equivalent to $25.00 per Depositary Share, plus
all accrued and unpaid dividends to the date of redemption. With
respect to the payment of dividends and amounts upon
liquidation, dissolution or winding up, the Series J
Preferred Stock ranks senior to payments on our Common Stock and
pari passu with our Series F Preferred Stock, Series G
Preferred Stock and Series K Preferred Stock (hereinafter
defined). The Series J Preferred Stock is not redeemable
prior to January 15, 2011. On or after January 15,
2011, the Series J Preferred Stock is redeemable for cash
at our option, in whole or in part, at a redemption price
equivalent to $25.00 per Depositary Share, or $150,000 in the
aggregate, plus dividends accrued and unpaid to the redemption
date. The Series J Preferred Stock has no stated maturity
and is not convertible into any other securities of the Company.
On August 21, 2006, we issued 2,000,000 Depositary Shares,
each representing 1/10,000th of a share of our 7.25%,
$.01 par value, Series K Flexible Cumulative
Redeemable Preferred Stock (the “Series K Preferred
Stock”), at an initial offering price of $25.00 per
Depositary Share. Dividends on the Series K Preferred
Stock, represented by the Depositary Shares, are cumulative from
the date of initial issuance and are payable quarterly in
arrears. With respect to the payment of dividends and amounts
upon liquidation, dissolution or winding up, the Series K
Preferred Stock ranks senior to payments on our Common Stock and
pari passu with our Series F Preferred Stock, Series G
Preferred Stock and Series J Preferred Stock. The
Series K Preferred Stock is not redeemable prior to
August 15, 2011. On or after August 15, 2011, the
Series K Preferred Stock is redeemable for cash at our
option, in whole or in part, at a redemption price equivalent to
$25.00 per Depositary Share, or $50,000 in the aggregate, plus
dividends accrued and unpaid to the redemption date. The
Series K Preferred Stock has no stated maturity and is not
convertible into any other securities of the Company.
The following table summarizes certain information regarding our
preferred stock:
| Stated Value at | ||||||||
|
December 31,
|
December 31,
|
|||||||
| 2010 | 2009 | |||||||
|
Series F Preferred Stock
|
$ | 50,000 | $ | 50,000 | ||||
|
Series G Preferred Stock
|
25,000 | 25,000 | ||||||
|
Series J Preferred Stock
|
150,000 | 150,000 | ||||||
|
Series K Preferred Stock
|
50,000 | 50,000 | ||||||
|
Total
|
$ | 275,000 | $ | 275,000 | ||||
Shares
of Common Stock
For the years ended December 31, 2010, 2009 and 2008,
27,586, 415,466 and 632,492, shares of common stock,
respectively, were converted from an equivalent number of
limited partnership interests in the Operating Partnership
(“Units”), resulting in a reclassification of $316,
$7,817 and $14,581, respectively, of noncontrolling interest to
First Industrial Realty Trust Inc.’s
Stockholders’ Equity.
On August 8, 2008, the Company’s Dividend Reinvestment
and Direct Stock Purchase Plan (“DRIP”) became
effective. Under the terms of the DRIP, stockholders who
participate may reinvest all or part of their dividends in
additional shares of the Company at a discount from the market
price, at our discretion, when the shares are issued and sold
directly by us from authorized but unissued shares of the
Company’s common stock. Stockholders and non-stockholders
may also purchase additional shares at a discounted price, at
our discretion, when the shares are issued and sold directly by
us from authorized but unissued shares of the Company’s
common stock, by making optional cash payments, subject to
certain dollar thresholds. During the
83
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
year ended December 31, 2010, we issued 875,402 shares
of the Company’s common stock under the direct stock
purchase component of the DRIP for approximately $5,970. During
the year ended December 31, 2009, the Company issued
3,034,120 shares under the direct stock purchase component
of the DRIP for $15,920.
On October 5, 2009, the Company sold in an underwritten
public offering 13,635,700 shares of its common stock at a
price of $5.25 per share. Gross offering proceeds from the
issuance were $71,587 in the aggregate. Proceeds to the Company,
net of underwriters’ discount of $3,042 and total expenses
of $765, were approximately $67,780.
On May 4, 2010, we entered into distribution agreements
with sales agents to sell up to 10,000,000 shares of the
Company’s common stock from time to time in
“at-the-market”
offerings (the “ATM”). During the year ended
December 31, 2010, we issued 5,469,767 shares of the
Company’s common stock under the ATM for approximately
$44,117, net of $900 paid to the sales agent. Additionally, we
paid $210 in professional fees related to the ATM offerings.
Under the terms of the ATM, sales were made primarily in
transactions that were deemed to be
“at-the-market”
offerings, including sales made directly on the New York Stock
Exchange or sales made through a market maker other than on an
exchange or by privately negotiated transactions. On
December 31, 2010, we concluded the ATM as a result of the
expiration of the of distribution agreements with our sales
agents.
During the years ended December 31, 2010 and 2009, we
awarded 23,567 and 50,445 shares, respectively, of common
stock to certain directors. The common stock shares had a fair
value of approximately $128 and $240, respectively, upon
issuance.
Non-Qualified
Employee Stock Options
For the year ended December 31, 2008, certain employees of
the Company exercised 6,300 non-qualified employee stock
options. Proceeds to us were approximately $174.
Restricted
Stock/Units
During the year ended December 31, 2009, we made a grant of
1,000,000 restricted stock units to our Chief Executive Officer.
During each of the years ended December 31, 2010 and 2009,
150,000 of the restricted stock units vested.
During the years ended December 31, 2010, 2009 and 2008 we
awarded 573,198, 0 and 583,871 restricted shares of common
stock, respectively, as well as 0, 1,473,600 and 4,757
restricted stock units, respectively, to certain employees of
the Company and 0, 35,145 and 21,945 restricted shares of common
stock, respectively, to certain directors of the Company. See
Note 13 for further disclosure on our stock based
compensation.
84
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The following table is a roll-forward of our shares of common
stock outstanding, including unvested restricted shares of
common stock for the three years ended December 31, 2010:
|
Shares of
|
||||
|
Common Stock
|
||||
| Outstanding | ||||
|
Balance at December 31, 2007
|
43,672,149 | |||
|
Stock Option Exercises
|
6,300 | |||
|
Issuance of Common Stock
|
138 | |||
|
Issuance of Restricted Stock Shares
|
605,816 | |||
|
Repurchase and Retirement of Restricted Stock Shares
|
(264,713 | ) | ||
|
Conversion of Operating Partnership Units
|
632,492 | |||
|
Balance at December 31, 2008
|
44,652,182 | |||
|
Issuance of Common Stock
|
16,874,884 | |||
|
Issuance of Restricted Stock Shares
|
35,145 | |||
|
Repurchase and Retirement of Restricted Stock Shares
|
(132,463 | ) | ||
|
Conversion of Operating Partnership Units
|
415,466 | |||
|
Balance at December 31, 2009
|
61,845,214 | |||
|
Issuance of Common Stock
|
6,518,736 | |||
|
Issuance of Restricted Stock Shares
|
573,198 | |||
|
Repurchase and Retirement of Restricted Stock Shares
|
(123,438 | ) | ||
|
Conversion of Operating Partnership Units
|
27,586 | |||
|
Balance at December 31, 2010
|
68,841,296 | |||
Dividends/Distributions
The coupon rate of our Series F Preferred Stock resets
every quarter beginning March 31, 2009 at 2.375% plus the
greater of (i) the 30 year U.S. Treasury rate,
(ii) the 10 year U.S. Treasury rate or
(iii) 3-month
LIBOR. For the fourth quarter of 2010, the new coupon rate was
6.075%. See Note 14 for additional derivative information
related to the Series F Preferred Stock coupon rate reset.
The following table summarizes dividends/distributions declared
for the past three years:
| Year Ended 2010 | Year Ended 2009 | Year Ended 2008 | ||||||||||||||||||||||
|
Dividend/
|
Dividend/
|
Dividend/
|
||||||||||||||||||||||
|
Distribution
|
Total
|
Distribution
|
Total
|
Distribution
|
Total
|
|||||||||||||||||||
|
per Share/
|
Dividend/
|
per Share/
|
Dividend/
|
per Share/
|
Dividend/
|
|||||||||||||||||||
| Unit | Distribution | Unit | Distribution | Unit | Distribution | |||||||||||||||||||
|
Common Stock/Operating Partnership Units
|
$ | 0.0000 | $ | — | $ | 0.0000 | $ | — | $ | 2.4100 | $ | 121,882 | ||||||||||||
|
Series F Preferred Stock
|
$ | 6,736.1540 | $ | 3,368 | $ | 6,414.5700 | $ | 3,207 | $ | 6,236.0000 | $ | 3,118 | ||||||||||||
|
Series G Preferred Stock
|
$ | 7,236.0000 | $ | 1,809 | $ | 7,236.0000 | $ | 1,809 | $ | 7,236.0000 | $ | 1,809 | ||||||||||||
|
Series J Preferred Stock
|
$ | 18,125.2000 | $ | 10,875 | $ | 18,125.2000 | $ | 10,875 | $ | 18,125.2000 | $ | 10,875 | ||||||||||||
|
Series K Preferred Stock
|
$ | 18,125.2000 | $ | 3,625 | $ | 18,125.2000 | $ | 3,625 | $ | 18,125.2000 | $ | 3,625 | ||||||||||||
85
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
| 8. | Supplemental Information to Statements of Cash Flows |
Supplemental disclosure of cash flow information:
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Interest paid, net of capitalized interest
|
$ | 105,276 | $ | 115,990 | $ | 113,062 | ||||||
|
Capitalized Interest
|
$ | — | $ | 281 | $ | 7,775 | ||||||
|
Income Taxes Paid (Refunded)
|
$ | 3,663 | $ | (54,173 | ) | $ | 2,355 | |||||
|
Supplemental schedule of noncash investing and financing
activities:
|
||||||||||||
|
Distribution payable on common stock/Units
|
$ | — | $ | — | $ | 12,614 | ||||||
|
Distribution payable on preferred stock
|
$ | 452 | $ | 452 | $ | 1,232 | ||||||
|
Exchange of units for common stock:
|
||||||||||||
|
Noncontrolling interest
|
$ | (316 | ) | $ | (7,817 | ) | $ | (14,581 | ) | |||
|
Common stock
|
1 | 4 | 6 | |||||||||
|
Additional
paid-in-capital
|
315 | 7,813 | 14,575 | |||||||||
| $ | — | $ | — | $ | — | |||||||
|
In conjunction with property and land acquisitions, the
following liabilities were assumed:
|
||||||||||||
|
Accounts payable and accrued expenses
|
$ | — | $ | — | $ | (464 | ) | |||||
|
Mortgage debt
|
$ | — | $ | — | $ | (7,852 | ) | |||||
|
In conjunction with certain property sales, we provided seller
financing:
|
||||||||||||
|
Notes receivable
|
$ | 168 | $ | 20,645 | $ | 62,613 | ||||||
|
Write-off of fully depreciated assets
|
$ | (59,485 | ) | $ | (55,089 | ) | $ | (72,406 | ) | |||
86
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
| 9. | Earnings Per Share (“EPS”) |
The computation of basic and diluted EPS is presented below:
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Numerator:
|
||||||||||||
|
Loss from Continuing Operations, Net of Income Tax
|
$ | (84,382 | ) | $ | (21,902 | ) | $ | (148,917 | ) | |||
|
Noncontrolling Interest Allocable to Continuing Operations
|
8,107 | 4,203 | 20,756 | |||||||||
|
Loss from Continuing Operations, Net of Noncontrolling Interest
and Income Tax
|
(76,275 | ) | (17,699 | ) | (128,161 | ) | ||||||
|
Gain on Sale of Real Estate
|
859 | 374 | 12,008 | |||||||||
|
Income Tax Provision Allocable to Gain on Sale of Real Estate
|
(342 | ) | (143 | ) | (3,782 | ) | ||||||
|
Noncontrolling Interest Allocable to Gain on Sale of Real Estate
|
(40 | ) | (24 | ) | (1,020 | ) | ||||||
|
Preferred Stock Dividends
|
(19,677 | ) | (19,516 | ) | (19,428 | ) | ||||||
|
Loss from Continuing Operations Available to First Industrial
Realty Trust, Inc.’s Common Stockholders
|
$ | (95,475 | ) | $ | (37,008 | ) | $ | (140,383 | ) | |||
|
(Loss) Income from Discontinued Operations
|
$ | (137,754 | ) | $ | 27,681 | $ | 188,444 | |||||
|
Income Tax Provision Allocable to Discontinued Operations
|
— | (1,824 | ) | (5,166 | ) | |||||||
|
Noncontrolling Interest Allocable to Discontinued Operations
|
10,731 | (2,632 | ) | (22,726 | ) | |||||||
|
Discontinued Operations Allocable to Participating Securities
|
— | — | (2,553 | ) | ||||||||
|
Discontinued Operations Attributable to First Industrial Realty
Trust, Inc.
|
$ | (127,023 | ) | $ | 23,225 | $ | 157,999 | |||||
|
Net (Loss) Income Available
|
(222,498 | ) | (13,783 | ) | 20,169 | |||||||
|
Net Income Allocable to Participating Securities
|
— | — | (2,553 | ) | ||||||||
|
Net (Loss) Income Available to First Industrial Realty Trust,
Inc.’s Common Stockholders
|
$ | (222,498 | ) | $ | (13,783 | ) | $ | 17,616 | ||||
|
Denominator:
|
||||||||||||
|
Weighted Average Shares — Basic and Diluted
|
62,952,565 | 48,695,317 | 43,192,969 | |||||||||
|
Basic and Diluted EPS:
|
||||||||||||
|
Loss from Continuing Operations Available to First Industrial
Realty Trust, Inc.’s Common Stockholders
|
$ | (1.52 | ) | $ | (0.76 | ) | $ | (3.25 | ) | |||
|
Discontinued Operations Attributable to First Industrial Realty
Trust, Inc.’s Common Stockholders
|
$ | (2.02 | ) | $ | 0.48 | $ | 3.66 | |||||
|
Net (Loss) Income Available to First Industrial Realty Trust,
Inc.’s Common Stockholders
|
$ | (3.53 | ) | $ | (0.28 | ) | $ | 0.41 | ||||
87
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Participating securities include unvested restricted stock
awards and restricted unit awards outstanding that participate
in non-forfeitable dividends of the Company.
|
Allocation of
|
Allocation of
|
Allocation of
|
||||||||||||||||||||||
|
Net Income
|
Net Income
|
Net Income
|
||||||||||||||||||||||
|
Available to
|
Available to
|
Available to
|
||||||||||||||||||||||
|
Participating
|
Participating
|
Participating
|
||||||||||||||||||||||
|
Securities For
|
Securities For
|
Securities For
|
||||||||||||||||||||||
|
Unvested Awards
|
the Year
|
Unvested Awards
|
the Year
|
Unvested Awards
|
the Year
|
|||||||||||||||||||
|
Outstanding at
|
Ended
|
Outstanding at
|
Ended
|
Outstanding at
|
Ended
|
|||||||||||||||||||
|
December 31,
|
December 31,
|
December 31,
|
December 31,
|
December 31,
|
December 31,
|
|||||||||||||||||||
| 2010 | 2010 | 2009 | 2009 | 2008 | 2008 | |||||||||||||||||||
|
Participating Securities:
|
||||||||||||||||||||||||
|
Restricted Stock Awards
|
662,092 | 355,645 | 757,041 | |||||||||||||||||||||
|
Restricted Unit Awards
|
— | — | 4,619 | |||||||||||||||||||||
| 662,092 | $ | — | 355,645 | $ | — | 761,660 | $ | 482 | ||||||||||||||||
Participating security holders are not obligated to share in
losses, therefore, none of the loss was allocated to
participating securities for the year ended December 31,
2010 and 2009.
The number of weighted average shares — diluted is the
same as the number of weighted average shares — basic
for the years ended December 31, 2010, 2009 and 2008 as the
effect of stock options and restricted unit awards was excluded
as its inclusion would have been antidilutive to the loss from
continuing operations available to First Industrial Realty
Trust, Inc.’s common stockholders. The following awards
were anti-dilutive and could be dilutive in future periods:
|
Number of
|
Number of
|
Number of
|
||||||||||
|
Awards
|
Awards
|
Awards
|
||||||||||
|
Outstanding At
|
Outstanding At
|
Outstanding At
|
||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Non-Participating Securities:
|
||||||||||||
|
Restricted Unit Awards
|
1,012,800 | 1,218,800 | — | |||||||||
|
Options
|
98,701 | 139,700 | 278,601 | |||||||||
The 2011 Exchangeable Notes are convertible into common shares
of the Company at a price of $50.93 and were not included in the
computation of diluted EPS as our average stock price did not
exceed the strike price of the conversion feature.
| 10. | Income Taxes |
For income tax purposes, distributions paid to common
shareholders are classified as ordinary income, capital gain,
return of capital or qualified dividends. We did not pay common
share distributions for the year ended December 31, 2010 or
2009. For the year ended December 31, 2008, the
distributions per common share were classified as follows:
|
As a Percentage
|
||||||||
| 2008 | of Distributions | |||||||
|
Ordinary income
|
$ | 0.1127 | 4.68 | % | ||||
|
Long-term capital gains
|
1.3166 | 54.63 | % | |||||
|
Unrecaptured Section 1250 gain
|
0.8141 | 33.78 | % | |||||
|
Qualified Dividends
|
0.1666 | 6.91 | % | |||||
| $ | 2.4100 | 100.00 | % | |||||
88
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
For income tax purposes, distributions paid to preferred
shareholders are classified as ordinary income, capital gain,
return of capital or qualified dividends. For the years ended
December 31, 2010, 2009 and 2008, the preferred
distributions per depositary share were classified as follows:
|
As a Percentage
|
As a Percentage
|
As a Percentage
|
||||||||||||||||||||||
|
Series J Preferred Stock
|
2010 | of Distributions | 2009 | of Distributions | 2008 | of Distributions | ||||||||||||||||||
|
Ordinary income
|
$ | 0.0123 | 0.68 | % | $ | — | 0.00 | % | $ | 0.0847 | 4.68 | % | ||||||||||||
|
Long-term capital gains
|
— | 0.00 | % | 1.3697 | 75.57 | % | 0.9902 | 54.63 | % | |||||||||||||||
|
Unrecaptured Section 1250 gain
|
0.1717 | 9.47 | % | 0.4428 | 24.43 | % | 0.6123 | 33.78 | % | |||||||||||||||
|
Return of Capital
|
1.5457 | 85.28 | % | — | 0.00 | % | — | 0.00 | % | |||||||||||||||
|
Qualified Dividends
|
0.0828 | 4.57 | % | — | 0.00 | % | 0.1253 | 6.91 | % | |||||||||||||||
| $ | 1.8125 | 100.00 | % | $ | 1.8125 | 100.00 | % | $ | 1.8125 | 100.00 | % | |||||||||||||
|
As a Percentage
|
As a Percentage
|
As a Percentage
|
||||||||||||||||||||||
|
Series K Preferred Stock
|
2010 | of Distributions | 2009 | of Distributions | 2008 | of Distributions | ||||||||||||||||||
|
Ordinary income
|
$ | 0.0123 | 0.68 | % | $ | — | 0.00 | % | $ | 0.0847 | 4.68 | % | ||||||||||||
|
Long-term capital gains
|
— | 0.00 | % | 1.3697 | 75.57 | % | 0.9902 | 54.63 | % | |||||||||||||||
|
Unrecaptured Section 1250 gain
|
0.1717 | 9.47 | % | 0.4428 | 24.43 | % | 0.6123 | 33.78 | % | |||||||||||||||
|
Return of Capital
|
1.5457 | 85.28 | % | — | 0.00 | % | — | 0.00 | % | |||||||||||||||
|
Qualified Dividends
|
0.0828 | 4.57 | % | — | 0.00 | % | 0.1253 | 6.91 | % | |||||||||||||||
| $ | 1.8125 | 100.00 | % | $ | 1.8125 | 100.00 | % | $ | 1.8125 | 100.00 | % | |||||||||||||
The components of income tax (provision) benefit for the TRSs
for the years ended December 31, 2010, 2009 and 2008 are
comprised of the following:
| 2010 | 2009 | 2008 | ||||||||||
|
Current:
|
||||||||||||
|
Federal
|
$ | (887 | ) | $ | 38,703 | $ | 5,114 | |||||
|
State
|
(45 | ) | 372 | 814 | ||||||||
|
Foreign
|
(77 | ) | (835 | ) | (649 | ) | ||||||
|
Deferred:
|
||||||||||||
|
Federal
|
163 | (15,816 | ) | (526 | ) | |||||||
|
State
|
3 | (557 | ) | (107 | ) | |||||||
|
Foreign
|
(147 | ) | 9 | 671 | ||||||||
| $ | (990 | ) | $ | 21,876 | $ | 5,317 | ||||||
In addition to income tax (provision) benefit recognized by the
TRSs, $(2,315), $1,320 and $(1,028) of additional income tax
(provision) benefit, which is included in continuing operations,
was recognized by the Company and is included in income tax
(provision) benefit on the consolidated statement of operations
for the years ended December 31, 2010, 2009 and 2008,
respectively.
On August 24, 2009, we received a private letter ruling
from the IRS granting favorable loss treatment under
Sections 331 and 336 of the Code on the tax liquidation of
our old TRS. As a result, the Company completed a transaction on
September 1, 2009 whereby approximately 75% of the assets
formerly held by the old TRS are now held by FI LLC (which is
wholly owned by the Operating Partnership). The remaining 25%
89
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
of the assets are now held by FRIP (which is 99% owned by the
new TRS). On November 6, 2009, legislation was signed that
allows businesses with net operating losses for 2008 or 2009 to
carry back those losses for up to five years. As a result, we
received a refund from the IRS of $40,418 in the fourth quarter
of 2009 due to the tax liquidation of the old TRS.
Deferred income taxes represent the tax effect of the temporary
differences between the book and tax basis of assets and
liabilities. Deferred tax assets (liabilities) of the TRSs
include the following as of December 31, 2010 and 2009.
| 2010 | 2009 | |||||||
|
Investments in Joint Ventures
|
$ | 47 | $ | 1,679 | ||||
|
Fixed assets
|
1,010 | 1,074 | ||||||
|
Prepaid rent
|
71 | 114 | ||||||
|
Restricted stock
|
99 | 34 | ||||||
|
Capitalized Interest
|
626 | — | ||||||
|
Impairment of Real Estate
|
10,196 | — | ||||||
|
Federal net operating loss carrying forward
|
— | 345 | ||||||
|
State net operating loss carrying forward
|
— | 11 | ||||||
|
Foreign net operating loss carrying forward
|
706 | 77 | ||||||
|
Valuation Allowance
|
(9,301 | ) | (1,299 | ) | ||||
|
Other
|
569 | 753 | ||||||
|
Total deferred tax assets
|
$ | 4,023 | $ | 2,788 | ||||
|
Straight-line rent
|
(510 | ) | (507 | ) | ||||
|
Fixed assets
|
(2,544 | ) | (1,358 | ) | ||||
|
Other
|
— | (3 | ) | |||||
|
Total deferred tax liabilities
|
$ | (3,054 | ) | $ | (1,868 | ) | ||
|
Total net deferred tax asset
|
$ | 969 | $ | 920 | ||||
As of December 31, 2010 and 2009, the TRSs had net deferred
tax assets of $969 and $920, after valuation allowances of
$9,301 and $1,299, respectively. The increase in the valuation
allowance of $8,002 from December 31, 2009 to
December 31, 2010 is primarily related to an increase in
net deferred tax assets due to the impairment of real estate
recognized by the TRSs. As of December 31, 2009 and 2008,
the TRSs had net deferred tax assets of $920 and $17,194, after
valuation allowances of $1,299 and $19,501, respectively. The
decrease in the valuation allowance of ($18,202) from
December 31, 2008 to December 31, 2009 is primarily
related to a decrease in net deferred tax assets due to the
liquidation of the old TRS. The deferred tax assets and
liabilities of the old TRS were eliminated on September 1,
2009, as FI LLC is a nontaxable entity. We recorded valuation
allowances to offset the deferred tax assets at
December 31, 2010 and 2009 because we concluded, based on a
review of the relative weight of the available evidence, that it
was more likely than not that the TRSs will not generate
sufficient future taxable income to realize certain deferred tax
assets. We will continue to assess the need for a valuation
allowance in the future.
The TRSs have a net operating loss carryforward related to
foreign taxes of $706 at December 31, 2010. The TRSs had a
net operating loss carryforward related to federal, state and
foreign taxes of $433 and a tax credit carryforward of $684 at
December 31, 2009.
90
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The TRSs’ components of income tax benefit (provision) for
the years ended December 31, 2010, 2009 and 2008 are as
follows:
| 2010 | 2009 | 2008 | ||||||||||
|
Tax provision associated with income from operations on sold
properties which is included in discontinued operations
|
$ | — | $ | (362 | ) | $ | (1,434 | ) | ||||
|
Tax provision associated with gains and losses on the sale of
real estate which is included in discontinued operations
|
— | (1,462 | ) | (3,732 | ) | |||||||
|
Tax provision associated with gains and losses on the sale of
real estate
|
(342 | ) | (143 | ) | (3,782 | ) | ||||||
|
Income tax (provision) benefit
|
(648 | ) | 23,843 | 14,265 | ||||||||
|
Income tax (provision) benefit
|
$ | (990 | ) | $ | 21,876 | $ | 5,317 | |||||
The income tax benefit pertaining to income from continuing
operations and gain on sale of real estate for the TRSs differs
from the amounts computed by applying the applicable federal
statutory rate as follows:
| 2010 | 2009 | 2008 | ||||||||||
|
Tax benefit at federal rate related to continuing operations
|
$ | 2,497 | $ | 8,815 | $ | 28,625 | ||||||
|
State tax benefit, net of federal benefit
|
28 | 523 | 2,825 | |||||||||
|
Non-deductible permanent items, net
|
9 | (1,652 | ) | (1,852 | ) | |||||||
|
Change in valuation allowance
|
(3,334 | ) | 16,269 | (19,501 | ) | |||||||
|
Foreign taxes, net
|
(193 | ) | 315 | 347 | ||||||||
|
Other
|
3 | (570 | ) | 39 | ||||||||
|
Net income tax (provision) benefit
|
$ | (990 | ) | $ | 23,700 | $ | 10,483 | |||||
Michigan
Tax Issue
As of December 31, 2008, we had paid approximately $1,400
(representing tax and interest for the years
1997-2000)
to the State of Michigan regarding business loss carryforwards
the appropriateness of which was the subject of litigation
initiated by us. On December 11, 2007, the Michigan Court
of Claims rendered a decision against us regarding the business
loss carryforwards. Also, the court ruled against us on an
alternative position involving Michigan’s Capital
Acquisition Deduction. We filed an appeal to the Michigan
Appeals Court in January 2008; however, as a result of the lower
court’s decision, an additional approximately $800
(representing tax and interest for the year 2001) had been
accrued through June 30, 2009 for both tax and financial
statement purposes. On August 18, 2009, the Michigan
Appeals Court issued a decision in our favor on the business
loss carryforward issue. The Michigan Department of Treasury
appealed the decision to the Michigan Supreme Court on
September 29, 2009; however, we believed there was a very
low probability that the Michigan Supreme Court would accept the
case. Therefore, in September 2009 we reversed our accrual of
$800 (related to the 2001 tax year) and set up a receivable of
$1,400 for the amount paid in 2006 (related to the
1997-2000
tax years), resulting in an aggregate reversal of prior tax
expense of approximately $2,200. On April 23, 2010, the
Michigan Supreme Court reversed the decision of the Michigan
Appeals Court and reinstated the decision of the Michigan Court
of Claims. Based on the most recent ruling of the Michigan
Supreme Court, we reversed the receivable of $1,400 and paid
approximately $800, for a total of approximately $2,200 of tax
expense for the year ended December 31, 2010, which is
included in continuing operations.
91
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
| 11. | Restructuring Costs |
We committed to a plan to reduce organizational and overhead
costs in October 2008 and have subsequently modified that plan
with the goal of further reducing these costs. During 2009 and
2010, we committed to additional modifications to the plan
consisting of further organizational and overhead cost
reductions.
For the year ended December 31, 2010, we recorded as
restructuring costs a pre-tax charge of $1,858 to provide for
employee severance and benefits ($525), costs associated with
the termination of certain office leases ($647) and other costs
($686) associated with implementing the restructuring plan.
Included in employee severance costs is $156 of non-cash costs
which represents the accelerated recognition of restricted stock
expense for certain employees for the year ended
December 31, 2010. At December 31, 2010, we have
$1,574 included in Accounts Payable, Accrued Expenses and Other
Liabilities, Net related to severance obligations, remaining
lease payments and other costs incurred but not yet paid.
For the year ended December 31, 2009, we recorded as
restructuring costs a pre-tax charge of $7,806 to provide for
employee severance and benefits ($5,186), costs associated with
the termination of certain office leases ($1,867) and other
costs ($753) associated with implementing the restructuring
plan. Included in employee severance costs is $2,931 of non-cash
costs which represents the accelerated recognition of restricted
stock expense for certain employees for the year ended
December 31, 2009. At December 31, 2009, we had $2,884
included in Accounts Payable, Accrued Expenses and Other
Liabilities, Net related to severance obligations, remaining
lease payments and other costs incurred but not yet paid.
For the year ended December 31, 2008, we recorded as
restructuring costs a pre-tax charge of $27,349 to provide for
employee severance and benefits ($24,825), costs associated with
the termination of certain office leases ($1,162) and contract
cancellation and other costs ($1,362) associated with
implementing the restructuring plan. Included in employee
severance costs is $9,585 of non-cash costs which represents the
accelerated recognition of restricted stock for certain
employees. At December 31, 2008, we had $6,695 included in
Accounts Payable, Accrued Expenses and Other Liabilities, Net
related to severance obligations, remaining lease payments and
other costs incurred but not yet paid.
| 12. | Future Rental Revenues |
Our properties are leased to tenants under net and
semi-net
operating leases. Minimum lease payments receivable, excluding
tenant reimbursements of expenses, under non-cancelable
operating leases in effect as of December 31, 2010 are
approximately as follows:
|
2011
|
$ | 236,836 | ||
|
2012
|
197,544 | |||
|
2013
|
157,727 | |||
|
2014
|
121,718 | |||
|
2015
|
95,467 | |||
|
Thereafter
|
361,818 | |||
|
Total
|
$ | 1,171,110 | ||
| 13. | Stock Based Compensation |
We maintain four stock incentive plans (the “Stock
Incentive Plans”) which are administered by the
Compensation Committee of the Board of Directors. There are
approximately 10.4 million shares authorized for issuance
under the Stock Incentive Plans. Only officers, certain
employees, our Independent Directors and our affiliates
generally are eligible to participate in the Stock Incentive
Plans.
92
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The Stock Incentive Plans authorize (i) the grant of stock
options that qualify as incentive stock options under
Section 422 of the Code, (ii) the grant of stock
options that do not so qualify, (iii) restricted stock/Unit
awards, (iv) performance share awards and (v) dividend
equivalent rights. The exercise price of the stock options is
determined by the Compensation Committee. Special provisions
apply to awards granted under the Stock Incentive Plans in the
event of a change in control in the Company. As of
December 31, 2010, stock options and restricted stock/units
covering 1.8 million shares were outstanding and
1.0 million shares were available under the Stock Incentive
Plans. At December 31, 2010, all outstanding stock options
are vested. Stock option transactions are summarized as follows:
|
Weighted
|
||||||||||||||||
|
Average
|
Exercise
|
Aggregate
|
||||||||||||||
|
Exercise
|
Price
|
Intrinsic
|
||||||||||||||
| Shares | Price | per Share | Value | |||||||||||||
|
Outstanding at December 31, 2008
|
278,601 | $ | 31.92 | $ | 27.25-$33.15 | $ | — | |||||||||
|
Expired or Terminated
|
(138,901 | ) | $ | 31.94 | $ | 27.69-$33.13 | ||||||||||
|
Outstanding at December 31, 2009
|
139,700 | $ | 31.89 | $ | 27.25-$33.15 | $ | — | |||||||||
|
Expired or Terminated
|
(40,999 | ) | $ | 30.96 | $ | 27.25-$33.15 | ||||||||||
|
Outstanding at December 31, 2010
|
98,701 | $ | 32.34 | $ | 30.53-$33.15 | $ | — | |||||||||
The following table summarizes currently outstanding and
exercisable options as of December 31, 2010:
|
Number
|
Weighted
|
Weighted
|
||||||||||
|
Outstanding
|
Average
|
Average
|
||||||||||
|
and
|
Remaining
|
Exercise
|
||||||||||
|
Range of Exercise Price
|
Exercisable | Contractual Life | Price | |||||||||
|
$30.53 - $31.05
|
31,901 | 0.83 | $ | 30.69 | ||||||||
|
$33.13 - $33.15
|
66,800 | 0.26 | $ | 33.13 | ||||||||
In September 1994, the Board of Directors approved and we
adopted a 401(k)/Profit Sharing Plan. Under our 401(k)/Profit
Sharing Plan, all eligible employees may participate by making
voluntary contributions. We may make, but are not required to
make, matching contributions. For the years ended
December 31, 2010, 2009 and 2008, we made matching
contributions of $194, $0 and $0, respectively.
For the years ended December 31, 2010, 2009 and 2008, we
awarded 573,198, 1,473,600, and 588,628 restricted stock and
unit awards to our employees having a fair value at grant date
of $3,336, $7,406, and $18,860, respectively. We also awarded 0,
35,145, and 21,945, restricted stock awards to our directors
having a fair value at grant date of $0, $149, and $603,
respectively. Restricted stock awards granted to employees
generally vest over a period of three to four years and
restricted stock awards granted to directors generally vest over
a period of five years. For the years ended December 31,
2010, 2009 and 2008, we recognized $6,040, $13,015, and $25,883
in restricted stock amortization related to restricted stock
awards, of which $0, $45, and $1,519, respectively, was
capitalized in connection with development activities. At
December 31, 2010, we have $6,207 in unearned compensation
related to unvested restricted stock awards. The weighted
average period that the unrecognized compensation is expected to
be incurred is 1.05 years. We did not award options to our
employees or our directors during the years ended
December 31, 2010, 2009 and 2008 and all outstanding
options are fully vested; therefore, no stock-based employee
compensation expense related to options is included in Net
(Loss) Income Available to First Industrial Realty Trust,
Inc.’s Common Stockholders and Participating Securities.
93
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Restricted stock award and restricted stock unit award
transactions for the years ended December 31, 2010 and 2009
are summarized as follows:
|
Weighted
|
||||||||
|
Average
|
||||||||
|
Grant Date
|
||||||||
| Shares | Fair Value | |||||||
|
Outstanding at December 31, 2008
|
761,660 | $ | 36.00 | |||||
|
Issued
|
1,508,745 | $ | 5.01 | |||||
|
Vested
|
(571,149 | ) | $ | 28.79 | ||||
|
Forfeited
|
(124,811 | ) | $ | 7.51 | ||||
|
Outstanding at December 31, 2009
|
1,574,445 | $ | 11.17 | |||||
|
Issued
|
573,198 | $ | 5.82 | |||||
|
Vested
|
(349,440 | ) | $ | 22.56 | ||||
|
Forfeited
|
(123,311 | ) | $ | 7.13 | ||||
|
Outstanding at December 31, 2010
|
1,674,892 | $ | 17.77 | |||||
During the year ended December 31, 2009, we made a grant of
1,000,000 restricted stock units to our Chief Executive Officer.
These restricted stock units had a fair value of approximately
$6,014 on the date of issuance. Of these restricted stock units,
a total of 600,000 (the “Service Awards”) vest in four
equal installments on the first, second, third and fourth year
anniversary of December 31, 2008, and a total of 400,000
(the “Performance Awards I”) vest in four installments
of up to 100,000 on the first, up to 200,000 on the second, up
to 300,000 on the third and up to 400,000 on the fourth year
anniversary of December 31, 2008, to the extent certain
market conditions are met. The market conditions are met when
certain stock price levels are achieved and maintained for
certain time periods between the award issuance date and
December 31, 2013. Both the Service Awards and Performance
Awards I require the Chief Executive Officer to be employed by
the Company at the applicable vesting dates, subject to certain
clauses in the award agreement. The Service Awards are amortized
over the four year service period. The Performance Awards I are
amortized over the service period of each installment.
During the year ended December 31, 2009, we made a grant of
473,600 restricted stock units to certain members of management
(the “Performance Awards II”). The Performance
Awards II had a fair value of approximately $1,392 on the
date of issuance and will vest in four installments on the
first, second, third and fourth anniversary of June 30,
2009, to the extent certain service periods and market
conditions are both met. The market conditions are met when
certain stock price levels are achieved and maintained for
certain time periods between the award issuance date and
June 30, 2014. The Performance Awards II are amortized
over the service period of each installment. In conjunction with
the issuance of the Performance Awards II, the members of
management were also granted cash awards with a fair value of
$792. The cash awards vested on June 30, 2010 and
compensation expense was recognized on a straight-line basis
over the service period. In order to receive the Performance
Awards II, the members of management are required to be employed
by the Company at the applicable vesting dates, subject to
certain clauses in the award agreements.
During the year ended December 31, 2010, certain members of
management were granted cash awards with a fair value of $688.
The cash awards vest on June 30, 2011 and compensation
expense is recognized on a straight-line basis over the service
period. In order to receive the cash awards, the members of
management are required to be employed by the Company at the
vesting date, subject to certain clauses of the award agreements.
94
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The fair value of the Performance Awards I and the Performance
Awards II at issuance was determined using a Monte Carlo
simulation model with the following assumptions:
| Performance Awards I | Performance Awards II | |||
|
Expected dividend yield
|
0.0% | 0.0% | ||
|
Expected stock volatility
|
57.18% to 119.55% | 76.29% to 162.92% | ||
|
Risk-free interest rate
|
0.40% to 1.84% | 0.43% to 2.38% | ||
|
Expected life (years)
|
1-4 | 1-4 | ||
|
Fair value
|
$4.49 | $2.94 |
| 14. | Derivatives |
Our objectives in using interest rate derivatives are to add
stability to interest expense and to manage our cash flow
volatility exposure to interest rate movements. To accomplish
this objective, we primarily use interest rate swaps as part of
our interest rate risk management strategy. Interest rate swaps
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.
In January 2008, we entered into two forward starting swaps each
with a notional value of $59,750, which fixed the interest rate
on forecasted debt offerings. We designated both swaps as cash
flow hedges. The rates on the forecasted debt issuances
underlying the swaps locked on March 20, 2009 (the
“Forward Starting Agreement 1”) and on April 6,
2009 (the “Forward Starting Agreement 2”), and as
such, the swaps ceased to qualify for hedge accounting. On
March 20, 2009, the fair value of Forward Starting
Agreement 1 was a liability of $4,442 and on April 6, 2009,
the fair value of Forward Starting Agreement 2 was a liability
of $4,023. These amounts are included in Other Comprehensive
Income (“OCI”) and will be amortized over five years,
which was the original life of the Forward Starting Agreement 1
and Forward Starting Agreement 2, as an increase to interest
expense. On May 8, 2009, we settled the Forward Starting
Agreement 1 and paid the counterparty $4,105 and on June 3,
2009 we settled the Forward Starting Agreement 2 and paid the
counterparty $3,386. The change in value of Forward Starting
Agreement 1 and Forward Starting Agreement 2 from the respective
day the interest rate on the underlying debt was locked until
settlement is $974 for the year ended December 31, 2009 and
is included in
Mark-to-Market
(Loss) Gain on Interest Rate Protection Agreements in the
statement of operations.
The effective portion of changes in the fair value of
derivatives designated and that qualify as cash flow hedges is
recorded in OCI 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 will
amortize approximately $2,276 into net income by increasing
interest expense for interest rate protection agreements we
settled in previous periods.
As of December 31, 2009, we also had an interest rate swap
agreement with a notional value of $50,000 which fixed the LIBOR
rate on a portion of our outstanding borrowings on our Unsecured
Credit Facility at 2.4150% (the “Interest Rate Swap
Agreement”). Monthly payments or receipts were treated as a
component of interest expense. We designated the Interest Rate
Swap Agreement as a cash flow hedge. The Interest Rate Swap
Agreement was highly effective through its maturity on
April 1, 2010, and, as a result, the change in the fair
value was shown in OCI.
The coupon rate of our Series F Preferred Stock resets
every quarter beginning March 31, 2009 at 2.375% plus the
greater of (i) the 30 year U.S. Treasury rate,
(ii) the 10 year U.S. Treasury rate or
(iii) 3-month
LIBOR. For the fourth quarter of 2010, the new coupon rate was
6.075% (see Note 7). In October 2008, we entered into an
interest rate swap agreement with a notional value of $50,000 to
mitigate our exposure to floating interest rates related to the
forecasted reset rate of the coupon rate of our Series F
Preferred Stock (the “Series F Agreement”). This
Series F Agreement fixes the
30-year
U.S. Treasury rate at 5.2175%.
95
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Accounting guidance for derivatives does not permit hedge
accounting treatment related to equity instruments and therefore
the mark to market gains or losses related to this agreement are
recorded in the statement of operations. Quarterly payments or
receipts are treated as a component of the mark to market gains
or losses. For the years ended December 31, 2010 and 2009,
we incurred settlement payments of $492 and $472, respectively,
of which $194 and $152, respectively, was outstanding at
December 31, 2010 and 2009.
The following is a summary of the terms of the forward starting
swaps and the interest rate swaps and their fair values, which
are included in Accounts Payable, Accrued Expenses and Other
Liabilities, Net on the accompanying consolidated balance sheet
as of December 31, 2010:
|
Fair Value As of
|
Fair Value As of
|
|||||||||||||||||||||||
|
Notional
|
Fixed
|
Trade
|
Maturity
|
December 31,
|
December 31,
|
|||||||||||||||||||
|
Hedge Product
|
Amount | Pay Rate | Date | Date | 2010 | 2009 | ||||||||||||||||||
|
Derivatives designated as hedging instruments:
|
||||||||||||||||||||||||
|
Interest Rate Swap Agreement
|
$ | 50,000 | 2.4150 | % | March 2008 | April 1, 2010 | N/A | $ | (267 | ) | ||||||||||||||
|
Total derivatives designated as hedging instruments:
|
$ | 50,000 | N/A | $ | (267 | ) | ||||||||||||||||||
|
Derivatives not designated as hedging instruments:
|
||||||||||||||||||||||||
|
Series F Agreement*
|
50,000 | 5.2175 | % | October 2008 | October 1, 2013 | $ | (523 | ) | 93 | |||||||||||||||
|
Total Derivatives
|
$ | 100,000 | Total | $ | (523 | ) | $ | (174 | ) | |||||||||||||||
| * | Fair value excludes quarterly settlement payment due on Series F Agreement. As of December 31, 2010 and 2009, the outstanding payable was $194 and $152, respectively. |
The following is a summary of the impact of the derivatives in
cash flow hedging relationships on the statement of operations
and the statement of OCI for the years ended December 31,
2010 and December 31, 2009.
| Year Ended | ||||||||||
|
December 31,
|
December 31,
|
|||||||||
|
Interest Rate Products
|
Location on Statement | 2010 | 2009 | |||||||
|
Loss Recognized in OCI (Effective Portion)
|
Mark-to-Market on Interest Rate Protection Agreements (OCI) | $ | 990 | $ | (383 | ) | ||||
|
Amortization Reclassified from OCI into Income
|
Interest Expense | $ | (2,108 | ) | $ | (796 | ) | |||
|
Gain Recognized in Income (Unhedged Position)
|
Mark-to-Market Gain on Interest Rate Protection Agreements | N/A | $ | 974 | ||||||
During 2010, the 2006 Land/Development Joint Venture had
interest rate protection agreements outstanding which
effectively converted floating rate debt to fixed rate debt on a
portion of its total variable debt. The hedge relationships were
considered highly effective and as such, for the year ended
December 31, 2010, we recorded $1,137 in unrealized gain,
representing our 10% share, offset by $414 of income tax
provision, which is shown in
Mark-to-Market
on Interest Rate Protection Agreements, Net of Income Tax, in
OCI. In connection with the sale of our equity interest of the
2006 Land/Development Joint Venture on August 5, 2010, we
wrote off $1,625 that was recorded in OCI related to our 10%
share of unrealized loss related to the interest rate protection
agreements. During 2009, two of the Joint Ventures had interest
rate protection agreements outstanding which effectively convert
floating rate debt to fixed rate debt on a portion of its total
variable debt. The hedge relationships were considered highly
effective and as such, for the year ended December 31,
2009, we recorded $1,060 in unrealized gain, representing our
10% share, offset by $450 of
96
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FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
income tax provision, which is shown in
Mark-to-Market
on Interest Rate Protection Agreements, Net of Income Tax, in
OCI.
Our agreements with our derivative counterparties contain
provisions where if we default on any of our indebtedness, then
we could also be declared in default on our derivative
obligations subject to certain thresholds.
We adopted the fair value measurement provisions as of
January 1, 2008, for financial instruments recorded at fair
value. The new guidance establishes a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair
value. These tiers include: Level 1, defined as observable
inputs such as quoted prices in active markets; Level 2,
defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable; and
Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop
its own assumptions.
The following table sets forth our financial liabilities that
are accounted for at fair value on a recurring basis as of
December 31, 2010 and 2009:
|
Fair Value Measurements at Reporting
|
||||||||||||||||
| Date Using: | ||||||||||||||||
|
Quoted Prices in
|
||||||||||||||||
|
Active Markets for
|
Significant Other
|
Unobservable
|
||||||||||||||
|
December 31,
|
Identical Assets
|
Observable Inputs
|
Inputs
|
|||||||||||||
|
Description
|
2010 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
|
Liabilities:
|
||||||||||||||||
|
Series F Agreement
|
$ | (523 | ) | — | — | $ | (523 | ) | ||||||||
|
Fair Value Measurements at Reporting
|
||||||||||||||||
| Date Using: | ||||||||||||||||
|
Quoted Prices in
|
||||||||||||||||
|
Active Markets for
|
Significant Other
|
Unobservable
|
||||||||||||||
|
December 31,
|
Identical Assets
|
Observable Inputs
|
Inputs
|
|||||||||||||
|
Description
|
2009 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
|
Assets:
|
||||||||||||||||
|
Series F Agreement
|
$ | 93 | — | — | $ | 93 | ||||||||||
|
Liabilities:
|
||||||||||||||||
|
Interest Rate Swap Agreement
|
$ | (267 | ) | — | $ | (267 | ) | — | ||||||||
The valuation of the Interest Rate Swap Agreement is determined
using widely accepted valuation techniques including discounted
cash flow analysis on the expected cash flows of the instrument.
This analysis reflects the contractual terms of the agreements
including the period to maturity, and uses observable
market-based inputs, including interest rate curves and implied
volatilities. In adjusting the fair value of the interest rate
protection agreements for the effect of nonperformance risk, we
have considered the impact of netting and any applicable credit
enhancements. To comply with the provisions of fair value
measurement, we incorporated a credit valuation adjustment
(“CVA”) to appropriately reflect both our own
nonperformance risk and the respective counterparty’s
nonperformance risk in the fair value measurements. However,
assessing significance of inputs is a matter of judgment that
should consider a variety of factors. One factor we consider is
the CVA and its materiality to the overall valuation of the
derivatives on the balance sheet and to their related changes in
fair value. We believe the inputs obtained related to our CVAs
are observable and therefore fall under Level 2 of the fair
value hierarchy. Accordingly, the liabilities related to the
Interest Rate Swap Agreement are classified as Level 2
amounts.
The valuation of the Series F Agreement utilizes the same
valuation technique as the Interest Rate Swap Agreement,
however, we consider the Series F Agreement to be
classified as Level 3 in the fair value hierarchy due to a
significant number of unobservable inputs. The Series F
Agreement swaps a fixed rate 5.2175% for
97
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
floating rate payments based on
30-year
Treasury. No market observable prices exist for long-dated
Treasuries past 30 years. Therefore, we have classified the
Series F Agreement in its entirety as a Level 3.
The following table presents a reconciliation for our
liabilities classified as Level 3 at December 31, 2010
and 2009:
|
Fair Value Measurements
|
||||
|
Using Significant
|
||||
|
Unobservable Inputs
|
||||
|
(Level 3)
|
||||
| Derivatives | ||||
|
Beginning liability balance at December 31, 2008
|
$ | (3,073 | ) | |
|
Total unrealized gains:
|
||||
|
Mark-to-Market
on Series F Agreement
|
3,166 | |||
|
Ending asset balance at December 31, 2009
|
$ | 93 | ||
|
Total unrealized losses:
|
||||
|
Mark-to-Market
on Series F Agreement
|
(616 | ) | ||
|
Ending liability balance at December 31, 2010
|
$ | (523 | ) | |
| 15. | Related Party Transactions |
We periodically engage in transactions for which CB Richard
Ellis, Inc. acts as a broker. A relative of Michael W. Brennan,
the former President and Chief Executive Officer and a former
director of the Company, is an employee of CB Richard Ellis,
Inc. For the year ended December 31, 2008, this relative
received approximately $95 in brokerage commissions or other
fees for transactions with the Company and the Joint Ventures.
| 16. | Commitments and Contingencies |
Eleven properties have leases granting the tenants options to
purchase the property. Such options are exercisable at various
times at appraised fair market value or at a fixed purchase
price in excess of our depreciated cost of the asset. We have no
notice of any exercise of any tenant purchase option.
At December 31, 2010, we had nine letters of credit
outstanding in the aggregate amount of $1,462. These letters of
credit expire between February 2011 and November 2011.
Ground
and Operating Lease Agreements
For the years ended December 31, 2010, 2009 and 2008, we
recognized $3,047, $4,181 and $4,072 in operating and ground
lease expense.
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Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Future minimum rental payments under the terms of all
non-cancelable ground and operating leases under which we are
the lessee, offset by
sub-lease
rental payments under non-cancelable operating leases, as of
December 31, 2010, are as follows:
|
2011
|
$ | 1,795 | ||
|
2012
|
1,206 | |||
|
2013
|
1,142 | |||
|
2014
|
893 | |||
|
2015
|
775 | |||
|
Thereafter
|
27,351 | |||
|
Total
|
$ | 33,162 | ||
| 17. | Subsequent Events |
From January 1, 2011 to February 23, 2011, we sold
five industrial properties comprising approximately
0.3 million square feet of GLA. Gross proceeds from the
sale of the five industrial properties were approximately
$7,675. There were no industrial properties acquired during this
period.
On February 10, 2011, we prepaid and retired our secured
mortgage debt maturing in September 2012 in the amount of
$14,520, excluding a prepayment fee of $73.
On February 18, 2011, we entered into a loan commitment
with a major life insurance company lender for mortgage loans,
aggregating to $178,300. The closings of the mortgage loans are
subject to lender due diligence and there can be no assurance
that the mortgage loans will close or, if closed, will generate
the anticipated proceeds. The mortgage loans are expected to be
cross-collateralized by 32 industrial properties, have a term of
seven years and bear interest at 4.45%.
| 18. | Quarterly Financial Information (unaudited) |
The following tables summarize our quarterly financial
information. The first, second and third fiscal quarters of 2010
and all fiscal quarters in 2009 have been revised in accordance
with guidance on accounting for discontinued operations. The
results of operations for the fourth quarter of 2010 include
$2,387 which should have been recorded as part of the impairment
charge recorded during the third quarter in 2010. Management
evaluated this impairment charge and believes it is not material
to the results of operations of either quarter.
99
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Net income available to common stockholders and basic and
diluted EPS from net income available to common stockholders has
not been affected.
| Year Ended December 31, 2010 | ||||||||||||||||
|
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
| Quarter | Quarter | Quarter | Quarter | |||||||||||||
|
Total Revenues
|
$ | 74,393 | $ | 71,731 | $ | 70,043 | $ | 72,374 | ||||||||
|
Equity in (Loss) Income of Joint Ventures
|
(459 | ) | 582 | (398 | ) | 950 | ||||||||||
|
Noncontrolling Interest Allocable to Continuing Operations
|
1,629 | 1,998 | 2,617 | 1,863 | ||||||||||||
|
(Loss) Income from Continuing Operations, Net of Income Tax and
Noncontrolling Interest
|
(13,963 | ) | (18,843 | ) | (24,929 | ) | (18,540 | ) | ||||||||
|
(Loss) Income from Discontinued Operations, Net of Income Tax
|
(3,949 | ) | 5,732 | (134,725 | ) | (4,812 | ) | |||||||||
|
Noncontrolling Interest Allocable to Discontinued Operations
|
324 | (437 | ) | 10,466 | 378 | |||||||||||
|
Gain (Loss) on Sale of Real Estate, Net of Income Tax
|
731 | — | (214 | ) | — | |||||||||||
|
Noncontrolling Interest Allocable to Gain (Loss) on Sale of Real
Estate
|
(57 | ) | — | 17 | — | |||||||||||
|
Net Loss Attributable to First Industrial Realty Trust,
Inc.
|
(16,914 | ) | (13,548 | ) | (149,385 | ) | (22,974 | ) | ||||||||
|
Preferred Stock Dividends
|
(4,960 | ) | (4,979 | ) | (4,884 | ) | (4,854 | ) | ||||||||
|
Net Loss Available
|
$ | (21,874 | ) | $ | (18,527 | ) | $ | (154,269 | ) | $ | (27,828 | ) | ||||
|
Income from Continuing Operations Allocable to Participating
Securities
|
— | — | — | — | ||||||||||||
|
Discontinued Operations Allocable to Participating Securities
|
— | — | — | — | ||||||||||||
|
Net Loss Available to Common Stockholders
|
$ | (21,874 | ) | $ | (18,527 | ) | $ | (154,269 | ) | $ | (27,828 | ) | ||||
|
Basic and Diluted Earnings Per Share:
|
||||||||||||||||
|
Loss From Continuing Operations Available
|
$ | (0.30 | ) | $ | (0.38 | ) | $ | (0.48 | ) | $ | (0.37 | ) | ||||
|
(Loss) Income from Discontinued Operations
|
$ | (0.06 | ) | $ | 0.08 | $ | (1.97 | ) | $ | (0.07 | ) | |||||
|
Net Loss Available to Common Stockholders
|
$ | (0.35 | ) | $ | (0.29 | ) | $ | (2.44 | ) | $ | (0.43 | ) | ||||
|
Weighted Average Shares Outstanding
|
61,797 | 62,838 | 63,100 | 64,049 | ||||||||||||
100
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
| Year Ended December 31, 2009 | ||||||||||||||||
|
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
| Quarter | Quarter | Quarter | Quarter | |||||||||||||
|
Total Revenues
|
$ | 95,096 | $ | 91,328 | $ | 89,601 | $ | 75,813 | ||||||||
|
Equity in Income (Loss) of Joint Ventures
|
29 | 1,551 | (5,889 | ) | (2,161 | ) | ||||||||||
|
Noncontrolling Interest Allocable to Continuing Operations
|
2,532 | 1,454 | 1,050 | (833 | ) | |||||||||||
|
(Loss) Income from Continuing Operations, Net of Income Tax and
Noncontrolling Interest
|
(14,725 | ) | (7,104 | ) | (4,076 | ) | 8,206 | |||||||||
|
Income from Discontinued Operations, Net of Income Tax
|
4,254 | 4,747 | 7,797 | 9,059 | ||||||||||||
|
Noncontrolling Interest Allocable to Discontinued Operations
|
(500 | ) | (529 | ) | (851 | ) | (752 | ) | ||||||||
|
Gain (Loss) on Sale of Real Estate, Net of Income Tax
|
477 | — | 101 | (347 | ) | |||||||||||
|
Noncontrolling Interest Allocable to Gain (Loss) on Sale of Real
Estate
|
(50 | ) | — | (6 | ) | 32 | ||||||||||
|
Net (Loss) Income Attributable to First Industrial Realty Trust,
Inc.
|
(10,544 | ) | (2,886 | ) | 2,965 | 16,198 | ||||||||||
|
Preferred Stock Dividends
|
(4,857 | ) | (4,824 | ) | (4,913 | ) | (4,922 | ) | ||||||||
|
Net (Loss) Income Available
|
$ | (15,401 | ) | $ | (7,710 | ) | $ | (1,948 | ) | $ | 11,276 | |||||
|
Income from Continuing Operations Allocable to Participating
Securities
|
— | — | — | (17 | ) | |||||||||||
|
Discontinued Operations Allocable to Participating Securities
|
— | — | — | (49 | ) | |||||||||||
|
Net (Loss) Income Available to Common Stockholders
|
$ | (15,401 | ) | $ | (7,710 | ) | $ | (1,948 | ) | $ | 11,210 | |||||
|
Basic and Diluted Earnings Per Share:
|
||||||||||||||||
|
(Loss) Income From Continuing Operations Available
|
$ | (0.43 | ) | $ | (0.27 | ) | $ | (0.20 | ) | $ | 0.05 | |||||
|
Income from Discontinued Operations
|
$ | 0.09 | $ | 0.09 | $ | 0.15 | $ | 0.14 | ||||||||
|
Net (Loss) Income Available to Common Stockholders
|
$ | (0.35 | ) | $ | (0.17 | ) | $ | (0.04 | ) | $ | 0.18 | |||||
|
Weighted Average Shares Outstanding
|
44,147 | 44,439 | 45,360 | 60,690 | ||||||||||||
| 19. | Pro Forma Financial Information (unaudited) |
The following Pro Forma Condensed Statement of Operations for
the year ended December 31, 2008 (the “Pro Forma
Statement”) is presented as if the acquisition of 20
operating industrial properties between January 1, 2008 and
December 31, 2008 had occurred at the beginning of the
year. The Pro Forma Statement does not include acquisitions
between January 1, 2008 and December 31, 2008 for
industrial properties that were vacant upon purchase, were
leased back to the sellers upon purchase or were subsequently
sold before December 31, 2008. The Pro Forma Condensed
Statement of Operations includes all necessary adjustments to
reflect the occurrence of purchases and sales of properties
during 2008 as of January 1, 2008. The Pro Forma
101
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Statement is not necessarily indicative of what our results of
operations would have been for the year ended December 31,
2008, nor does it purport to present our future results of
operations.
Pro Forma
Condensed Statements of Operations
|
Year Ended
|
||||
|
December 31,
|
||||
| 2008 | ||||
|
Pro Forma Revenues
|
$ | 449,121 | ||
|
Pro Forma Loss from Continuing Operations Available to Common
Stockholders, Net of Noncontrolling Interest and Income Taxes
|
$ | (137,181 | ) | |
|
Pro Forma Net Income Available to Common Stockholders
|
$ | 23,371 | ||
|
Per Share Data:
|
||||
|
Pro Forma Basic and Diluted Earnings Per Share Data:
|
||||
|
Loss from Continuing Operations Available to Common Stockholders
|
$ | (3.18 | ) | |
|
Net Income Available to Common Stockholders
|
$ | 0.48 | ||
102
Table of Contents
FIRST
INDUSTRIAL REALTY TRUST, INC.
SCHEDULE III:
REAL
ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2010
As of December 31, 2010
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
Atlanta
|
||||||||||||||||||||||||||||||||||||||||||
|
4250 River Green Parkway
|
Duluth, GA | $ | — | $ | 264 | $ | 1,522 | $ | (59 | ) | $ | 207 | $ | 1,520 | $ | 1,727 | $ | 701 | 1994 | (l | ) | |||||||||||||||||||||
|
3450 Corporate Parkway
|
Duluth, GA | — | 506 | 2,904 | (798 | ) | 284 | 2,328 | 2,612 | 1,271 | 1994 | (l | ) | |||||||||||||||||||||||||||||
|
1650 Highway 155
|
McDonough, GA | — | 788 | 4,544 | (1,673 | ) | 349 | 3,310 | 3,659 | 1,963 | 1994 | (l | ) | |||||||||||||||||||||||||||||
|
1665 Dogwood Drive
|
Conyers, GA | — | 635 | 3,662 | 580 | 635 | 4,242 | 4,877 | 1,601 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1715 Dogwood
|
Conyers, GA | — | 288 | 1,675 | 675 | 215 | 2,423 | 2,638 | 828 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
11235 Harland Drive
|
Covington, GA | — | 125 | 739 | 181 | 125 | 920 | 1,045 | 359 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
4051 Southmeadow Parkway
|
Atlanta, GA | — | 726 | 4,130 | 875 | 726 | 5,005 | 5,731 | 1,897 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
4071 Southmeadow Parkway
|
Atlanta, GA | — | 750 | 4,460 | 1,460 | 828 | 5,842 | 6,670 | 2,255 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
4081 Southmeadow Parkway
|
Atlanta, GA | — | 1,012 | 5,918 | 1,595 | 1,157 | 7,368 | 8,525 | 2,819 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
5570 Tulane Dr(d)
|
Atlanta, GA | 2,119 | 527 | 2,984 | 686 | 546 | 3,651 | 4,197 | 1,302 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
955 Cobb Place
|
Kennesaw, GA | 3,000 | 780 | 4,420 | 741 | 804 | 5,137 | 5,941 | 1,837 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
1005 Sigman Road
|
Conyers, GA | 2,204 | 566 | 3,134 | 403 | 574 | 3,529 | 4,103 | 943 | 1999 | (l | ) | ||||||||||||||||||||||||||||||
|
2050 East Park Drive
|
Conyers, GA | — | 452 | 2,504 | 188 | 459 | 2,685 | 3,144 | 745 | 1999 | (l | ) | ||||||||||||||||||||||||||||||
|
1256 Oakbrook Drive
|
Norcross, GA | 1,265 | 336 | 1,907 | 262 | 339 | 2,166 | 2,505 | 540 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
1265 Oakbrook Drive
|
Norcross, GA | 1,264 | 307 | 1,742 | 454 | 309 | 2,194 | 2,503 | 684 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
1280 Oakbrook Drive
|
Norcross, GA | 1,230 | 281 | 1,592 | 306 | 283 | 1,896 | 2,179 | 495 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
1300 Oakbrook Drive
|
Norcross, GA | 1,728 | 420 | 2,381 | 260 | 423 | 2,638 | 3,061 | 611 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
1325 Oakbrook Drive
|
Norcross, GA | 1,363 | 332 | 1,879 | 204 | 334 | 2,081 | 2,415 | 508 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
1351 Oakbrook Drive
|
Norcross, GA | — | 370 | 2,099 | (1,068 | ) | 141 | 1,260 | 1,401 | 547 | 2001 | (l | ) | |||||||||||||||||||||||||||||
|
1346 Oakbrook Drive
|
Norcross, GA | — | 740 | 4,192 | (1,588 | ) | 338 | 3,006 | 3,344 | 1,130 | 2001 | (l | ) | |||||||||||||||||||||||||||||
|
1412 Oakbrook Drive
|
Norcross, GA | — | 313 | 1,776 | (988 | ) | 113 | 988 | 1,101 | 439 | 2001 | (l | ) | |||||||||||||||||||||||||||||
|
3060 South Park Blvd
|
Ellenwood, GA | — | 1,600 | 12,464 | 1,315 | 1,604 | 13,775 | 15,379 | 2,991 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
Greenwood Industrial Park
|
McDonough, GA | 4,563 | 1,550 | — | 7,485 | 1,550 | 7,485 | 9,035 | 1,195 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
46 Kent Drive
|
Cartersville GA | 1,773 | 794 | 2,252 | 6 | 798 | 2,254 | 3,052 | 472 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
100 Dorris Williams
|
Villa Rica GA | 1,947 | 401 | 3,754 | 42 | 406 | 3,791 | 4,197 | 1,208 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
605 Stonehill Drive
|
Atlanta, GA | 1,601 | 485 | 1,979 | (38 | ) | 490 | 1,936 | 2,426 | 974 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
5095 Phillip Lee Drive
|
Atlanta, GA | — | 735 | 3,627 | 588 | 740 | 4,210 | 4,950 | 1,465 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
6514 Warren Drive
|
Norcross, GA | — | 510 | 1,250 | (51 | ) | 513 | 1,196 | 1,709 | 226 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
6544 Warren Drive
|
Norcross, GA | — | 711 | 2,310 | (15 | ) | 715 | 2,291 | 3,006 | 469 | 2005 | (l | ) | |||||||||||||||||||||||||||||
S-1
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
5356 E. Ponce De Leon
|
Stone Mountain, GA | 2,819 | 604 | 3,888 | 210 | 610 | 4,092 | 4,702 | 1,209 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
5390 E. Ponce De Leon
|
Stone Mountain, GA | — | 397 | 1,791 | 95 | 402 | 1,881 | 2,283 | 486 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
195 & 197 Collins Boulevard
|
Athens, GA | — | 1,410 | 5,344 | (1,838 | ) | 953 | 3,963 | 4,916 | 2,160 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
1755 Enterprise Drive
|
Buford, GA | 1,537 | 712 | 2,118 | 11 | 716 | 2,125 | 2,841 | 482 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
4555 Atwater Court
|
Buford, GA | 2,574 | 881 | 3,550 | 485 | 885 | 4,031 | 4,916 | 941 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
80 Liberty Industrial Parkway
|
McDonough, GA | — | 756 | 3,695 | (1,419 | ) | 451 | 2,581 | 3,032 | 609 | 2007 | (l | ) | |||||||||||||||||||||||||||||
|
596 Bonnie Valentine
|
Pendergrass, GA | — | 2,580 | 21,730 | 2,414 | 2,594 | 24,130 | 26,724 | 2,439 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
11415 Old Roswell Road
|
Alpharetta, GA | — | 2,403 | 1,912 | 315 | 2,428 | 2,202 | 4,630 | 313 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Baltimore
|
||||||||||||||||||||||||||||||||||||||||||
|
1820 Portal
|
Baltimore, MD | — | 884 | 4,891 | 454 | 899 | 5,330 | 6,229 | 1,684 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
9700 Martin Luther King Hwy
|
Lanham, MD | — | 700 | 1,920 | 289 | 700 | 2,209 | 2,909 | 472 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
9730 Martin Luther King Hwy
|
Lanham, MD | — | 500 | 955 | 518 | 500 | 1,473 | 1,973 | 482 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
4621 Boston Way
|
Lanham, MD | — | 1,100 | 3,070 | 388 | 1,100 | 3,458 | 4,558 | 827 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
4720 Boston Way
|
Lanham, MD | — | 1,200 | 2,174 | 300 | 1,200 | 2,474 | 3,674 | 585 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
22520 Randolph Drive
|
Dulles, VA | 7,880 | 3,200 | 8,187 | (151 | ) | 3,208 | 8,028 | 11,236 | 1,564 | 2004 | (l | ) | |||||||||||||||||||||||||||||
|
22630 Dulles Summit Court
|
Dulles, VA | — | 2,200 | 9,346 | 168 | 2,206 | 9,508 | 11,714 | 2,020 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
4201 Forbes Boulevard
|
Lanham, MD | — | 356 | 1,823 | 337 | 375 | 2,141 | 2,516 | 474 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
4370-4383
Lottsford Vista Rd.
|
Lanham, MD | — | 279 | 1,358 | 215 | 296 | 1,556 | 1,852 | 358 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
4400 Lottsford Vista Rd.
|
Lanham, MD | — | 351 | 1,955 | 201 | 372 | 2,135 | 2,507 | 435 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
4420 Lottsford Vista Road
|
Lanham, MD | — | 539 | 2,196 | 327 | 568 | 2,494 | 3,062 | 628 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
11204 McCormick Road
|
Hunt Valley, MD | — | 1,017 | 3,132 | 67 | 1,038 | 3,178 | 4,216 | 778 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
11110 Pepper Road
|
Hunt Valley, MD | — | 918 | 2,529 | 316 | 938 | 2,825 | 3,763 | 709 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
11100-11120
Gilroy Road
|
Hunt Valley, MD | — | 901 | 1,455 | 57 | 919 | 1,494 | 2,413 | 501 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
318 Clubhouse Lane
|
Hunt Valley, MD | — | 701 | 1,691 | (121 | ) | 718 | 1,553 | 2,271 | 230 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
10709 Gilroy Road
|
Hunt Valley, MD | — | 913 | 2,705 | 64 | 913 | 2,769 | 3,682 | 918 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
10707 Gilroy Road
|
Hunt Valley, MD | — | 1,111 | 3,819 | 154 | 1,136 | 3,948 | 5,084 | 1,284 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
38 Loveton Circle
|
Sparks, MD | — | 1,648 | 2,151 | (226 | ) | 1,690 | 1,883 | 3,573 | 409 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
7120-7132
Ambassador Road
|
Baltimore, MD | — | 829 | 1,329 | 255 | 847 | 1,566 | 2,413 | 554 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
7142 Ambassador Road
|
Hunt Valley, MD | — | 924 | 2,876 | 1,124 | 942 | 3,982 | 4,924 | 591 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
7144-7162
Ambassador Road
|
Baltimore, MD | — | 979 | 1,672 | 187 | 1,000 | 1,838 | 2,838 | 602 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
7223-7249
Ambassador Road
|
Woodlawn, MD | — | 1,283 | 2,674 | (49 | ) | 1,311 | 2,597 | 3,908 | 741 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
7200 Rutherford Road
|
Baltimore, MD | — | 1,032 | 2,150 | 253 | 1,054 | 2,381 | 3,435 | 527 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
2700 Lord Baltimore Road
|
Baltimore, MD | — | 875 | 1,826 | 772 | 897 | 2,576 | 3,473 | 795 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
1225 Bengies Road
|
Baltimore, MD | — | 2,640 | 270 | 14,581 | 2,823 | 14,668 | 17,491 | 1,465 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
S-2
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
Central Pennsylvania
|
||||||||||||||||||||||||||||||||||||||||||
|
1214-B Freedom Road
|
Cranberry Township, PA | — | 31 | 994 | 613 | 200 | 1,438 | 1,638 | 1,033 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
401 Russell Drive
|
Middletown, PA | 1,261 | 262 | 857 | 1,741 | 287 | 2,573 | 2,860 | 1,631 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
2700 Commerce Drive
|
Middletown, PA | — | 196 | 997 | 714 | 206 | 1,701 | 1,907 | 1,141 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
2701 Commerce Drive
|
Middletown, PA | — | 141 | 859 | 1,174 | 164 | 2,010 | 2,174 | 1,176 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
2780 Commerce Drive
|
Middletown, PA | — | 113 | 743 | 1,215 | 209 | 1,862 | 2,071 | 1,287 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
350 Old Silver Spring Road
|
Mechanicsburg, PA | — | 510 | 2,890 | 6,296 | 541 | 9,155 | 9,696 | 2,689 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
16522 Hunters Green Parkway
|
Hagerstown, MD | — | 1,390 | 13,104 | 3,893 | 1,863 | 16,524 | 18,387 | 3,071 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
18212 Shawley Drive
|
Hagerstown, MD | — | 1,000 | 5,847 | 1,567 | 1,016 | 7,398 | 8,414 | 1,752 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
37 Valleyview Business Park
|
Jessup, PA | — | 542 | — | 2,974 | 532 | 2,984 | 3,516 | 448 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
301 Railroad Avenue
|
Shiremanstown, PA | — | 1,181 | 4,447 | 1,438 | 1,328 | 5,738 | 7,066 | 1,712 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
431 Railroad Avenue
|
Shiremanstown, PA | 9,057 | 1,293 | 7,164 | 1,821 | 1,341 | 8,937 | 10,278 | 2,234 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
6951 Allentown Blvd
|
Harrisburg, PA | — | 585 | 3,176 | 117 | 601 | 3,277 | 3,878 | 683 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
320 Museum Road
|
Washington, PA | — | 201 | 1,819 | (227 | ) | 169 | 1,624 | 1,793 | 547 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
1351 Eisenhower Blvd.,
Bldg 1 |
Harrisburg, PA | 2,034 | 382 | 2,343 | 98 | 387 | 2,436 | 2,823 | 466 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
1351 Eisenhower Blvd.,
Bldg 2 |
Harrisburg, PA | 1,406 | 436 | 1,587 | 37 | 443 | 1,617 | 2,060 | 332 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
1490 Commerce Avenue
|
Carlisle, PA | — | 1,500 | — | 13,513 | 2,341 | 12,672 | 15,013 | 1,123 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
600 First Avenue
|
Gouldsboro, PA | — | 7,022 | — | 58,132 | 7,019 | 58,135 | 65,154 | 3,432 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
225 Cross Farm Lane
|
York, PA | — | 4,718 | — | 23,567 | 4,715 | 23,570 | 28,285 | 1,921 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Chicago
|
||||||||||||||||||||||||||||||||||||||||||
|
720-730
Landwehr Road
|
Northbrook, IL | — | 521 | 2,982 | 1,207 | 521 | 4,189 | 4,710 | 1,960 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
20W201 101st Street
|
Lemont, IL | 3,970 | 967 | 5,554 | 871 | 968 | 6,424 | 7,392 | 2,496 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
3600 West Pratt Avenue
|
Lincolnwood, IL | — | 1,050 | 5,767 | (1,657 | ) | 435 | 4,725 | 5,160 | 2,740 | 1994 | (l | ) | |||||||||||||||||||||||||||||
|
6750 South Sayre Avenue
|
Bedford Park, IL | — | 224 | 1,309 | 620 | 224 | 1,929 | 2,153 | 745 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
585 Slawin Court
|
Mount Prospect, IL | 3,059 | 611 | 3,505 | 1,608 | 516 | 5,208 | 5,724 | 2,217 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
2300 Windsor Court
|
Addison, IL | — | 688 | 3,943 | 1,180 | 696 | 5,115 | 5,811 | 2,100 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
3505 Thayer Court
|
Aurora, IL | — | 430 | 2,472 | 387 | 430 | 2,859 | 3,289 | 1,069 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
305-311
Era
Drive
|
Northbrook, IL | — | 200 | 1,154 | 916 | 205 | 2,065 | 2,270 | 565 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
3150-3160
MacArthur Boulevard
|
Northbrook, IL | — | 429 | 2,518 | 104 | 429 | 2,622 | 3,051 | 1,067 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
365 North Avenue
|
Carol Stream, IL | — | 1,081 | 6,882 | 2,581 | 1,111 | 9,433 | 10,544 | 3,758 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
11241 Melrose Street
|
Franklin Park, IL | — | 332 | 1,931 | 70 | 222 | 2,111 | 2,333 | 1,147 | 1995 | (l | ) | ||||||||||||||||||||||||||||||
|
11939 S Central Avenue
|
Alsip, IL | — | 1,208 | 6,843 | 2,296 | 1,305 | 9,042 | 10,347 | 2,839 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
405 East Shawmut
|
LaGrange, IL | — | 368 | 2,083 | (284 | ) | 223 | 1,944 | 2,167 | 830 | 1997 | (l | ) | |||||||||||||||||||||||||||||
S-3
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
1010-50
Sesame Street
|
Bensenville, IL | — | 979 | 5,546 | 3,062 | 1,048 | 8,539 | 9,587 | 2,640 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
7501 South Pulaski
|
Chicago, IL | — | 318 | 2,038 | (276 | ) | 100 | 1,980 | 2,080 | 1,073 | 1997 | (l | ) | |||||||||||||||||||||||||||||
|
2120-24
Roberts
|
Broadview, IL | — | 220 | 1,248 | 196 | 231 | 1,433 | 1,664 | 464 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
800 Business Center Drive
|
Mount Prospect, IL | — | 631 | 3,493 | 328 | 666 | 3,786 | 4,452 | 936 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
580 Slawin Court
|
Mount Prospect, IL | — | 233 | 1,292 | (216 | ) | 156 | 1,153 | 1,309 | 392 | 2000 | (l | ) | |||||||||||||||||||||||||||||
|
1150 Feehanville Drive
|
Mount Prospect, IL | — | 260 | 1,437 | (743 | ) | 75 | 879 | 954 | 410 | 2000 | (l | ) | |||||||||||||||||||||||||||||
|
19W661 101st Street
|
Lemont, IL | 5,477 | 1,200 | 6,643 | 2,408 | 1,220 | 9,031 | 10,251 | 2,930 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
175 Wall Street
|
Glendale Heights, IL | 1,491 | 427 | 2,363 | 163 | 433 | 2,520 | 2,953 | 588 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
800-820
Thorndale Avenue
|
Bensenville, IL | 4,449 | 751 | 4,159 | 2,213 | 761 | 6,362 | 7,123 | 1,837 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
251 Airport Road
|
North Aurora, IL | — | 983 | — | 6,783 | 983 | 6,783 | 7,766 | 1,480 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
1661 Feehanville Drive
|
Mount Prospect, IL | — | 985 | 5,455 | 2,155 | 1,044 | 7,551 | 8,595 | 1,964 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
1850 Touhy & 1158 McCage Ave.
|
Elk Grove Village, IL | — | 1,500 | 4,842 | (163 | ) | 1,514 | 4,665 | 6,179 | 1,003 | 2004 | (l | ) | |||||||||||||||||||||||||||||
|
1088-1130
Thorndale Avenue
|
Bensenville, IL | — | 2,103 | 3,674 | 204 | 2,108 | 3,873 | 5,981 | 1,028 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
855-891
Busse Rd.
|
Bensenville, IL | — | 1,597 | 2,767 | (76 | ) | 1,601 | 2,687 | 4,288 | 677 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
1060-1074 W. Thorndale
Ave
|
Bensenville, IL | — | 1,704 | 2,108 | 352 | 1,709 | 2,455 | 4,164 | 781 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
400 Crossroads Pkwy
|
Bolingbrook, IL | 5,747 | 1,178 | 9,453 | 845 | 1,181 | 10,295 | 11,476 | 2,136 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
7609 W. Industrial Drive
|
Forest Park, IL | — | 1,207 | 2,343 | 174 | 1,213 | 2,511 | 3,724 | 678 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
7801 W. Industrial Drive
|
Forest Park, IL | — | 1,215 | 3,020 | (170 | ) | 1,220 | 2,845 | 4,065 | 687 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
825 E. 26th Street
|
LaGrange, IL | — | 1,547 | 2,078 | 2,761 | 1,617 | 4,769 | 6,386 | 1,536 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
725 Kimberly Drive
|
Carol Stream, IL | — | 793 | 1,395 | 182 | 801 | 1,569 | 2,370 | 313 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
17001 S. Vincennes
|
Thornton, IL | — | 497 | 504 | 103 | 513 | 591 | 1,104 | 287 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
1111 Davis Road
|
Elgin, IL | — | 998 | 1,859 | 674 | 1,046 | 2,485 | 3,531 | 1,049 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
2900 W. 166th Street
|
Markham, IL | — | 1,132 | 4,293 | 723 | 1,134 | 5,014 | 6,148 | 1,139 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
555 W. Algonquin Rd
|
Arlington Heights, IL | 1,953 | 574 | 741 | 2,053 | 579 | 2,789 | 3,368 | 405 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
7000 W. 60th Street
|
Chicago, IL | 1,061 | 609 | 932 | 137 | 667 | 1,011 | 1,678 | 436 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
9501 Nevada
|
Franklin Park, IL | 7,687 | 2,721 | 5,630 | 514 | 2,737 | 6,128 | 8,865 | 1,027 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
1501 Oakton Street
|
Elk Grove Village, IL | — | 3,369 | 6,121 | 139 | 3,482 | 6,147 | 9,629 | 905 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
16500 W. 103rd Street
|
Woodridge, IL | 2,643 | 744 | 2,458 | 151 | 760 | 2,594 | 3,354 | 377 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Cincinnati
|
||||||||||||||||||||||||||||||||||||||||||
|
9900-9970
Princeton
|
Cincinnati, OH | — | 545 | 3,088 | 1,760 | 566 | 4,827 | 5,393 | 1,920 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
2940 Highland Avenue
|
Cincinnati, OH | — | 1,717 | 9,730 | (883 | ) | 1,126 | 9,438 | 10,564 | 4,194 | 1996 | (l | ) | |||||||||||||||||||||||||||||
|
4700-4750
Creek Road
|
Blue Ash, OH | — | 1,080 | 6,118 | 1,112 | 1,109 | 7,201 | 8,310 | 2,401 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
901 Pleasant Valley Drive
|
Springboro, OH | — | 304 | 1,721 | (257 | ) | 203 | 1,565 | 1,768 | 687 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
4436 Mulhauser Road
|
Hamilton, OH | — | 630 | — | 5,076 | 630 | 5,076 | 5,706 | 1,026 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
4438 Mulhauser Road
|
Hamilton, OH | 4,986 | 779 | — | 6,728 | 779 | 6,728 | 7,507 | 1,706 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
S-4
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
420 Wards Corner Road
|
Loveland, OH | — | 600 | 1,083 | 669 | 606 | 1,746 | 2,352 | 487 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
422 Wards Corner Road
|
Loveland, OH | — | 600 | 1,811 | (179 | ) | 575 | 1,657 | 2,232 | 486 | 2003 | (l | ) | |||||||||||||||||||||||||||||
|
4663 Dues Drive
|
Westchester, OH | — | 858 | 2,273 | 1,173 | 875 | 3,429 | 4,304 | 1,939 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
9345 Princeton-Glendale Road
|
Westchester, OH | 1,666 | 818 | 1,648 | 428 | 840 | 2,054 | 2,894 | 807 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
9525 Glades Drive
|
Westchester, OH | — | 347 | 1,323 | 115 | 355 | 1,430 | 1,785 | 330 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
9776-9876
Windisch Road
|
Westchester, OH | — | 392 | 1,744 | 24 | 394 | 1,766 | 2,160 | 304 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
9810-9822
Windisch Road
|
Westchester, OH | — | 395 | 2,541 | 16 | 397 | 2,555 | 2,952 | 305 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
9842-9862
Windisch Road
|
Westchester, OH | — | 506 | 3,148 | 47 | 508 | 3,193 | 3,701 | 377 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
9872-9898
Windisch Road
|
Westchester, OH | — | 546 | 3,039 | 46 | 548 | 3,083 | 3,631 | 377 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
9902-9922
Windisch Road
|
Westchester, OH | — | 623 | 4,003 | 94 | 627 | 4,093 | 4,720 | 619 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
Cleveland
|
||||||||||||||||||||||||||||||||||||||||||
|
30311 Emerald Valley Pkwy.
|
Glenwillow, OH | — | 681 | 11,838 | 928 | 691 | 12,756 | 13,447 | 2,072 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
30333 Emerald Valley Pkwy.
|
Glenwillow, OH | 4,916 | 466 | 5,447 | 103 | 475 | 5,541 | 6,016 | 1,080 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
7800 Cochran Road
|
Glenwillow, OH | 7,114 | 972 | 7,033 | 171 | 991 | 7,185 | 8,176 | 1,385 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
7900 Cochran Road
|
Glenwillow, OH | — | 775 | 6,244 | 80 | 792 | 6,307 | 7,099 | 1,104 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
7905 Cochran Road
|
Glenwillow, OH | — | 920 | 6,174 | 89 | 921 | 6,262 | 7,183 | 1,069 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
30600 Carter Street
|
Solon, OH | — | 989 | 3,042 | 960 | 1,022 | 3,969 | 4,991 | 1,741 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
8181 Darrow Road
|
Twinsburg, OH | — | 2,478 | 6,791 | 1,865 | 2,496 | 8,639 | 11,135 | 1,174 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Columbus
|
||||||||||||||||||||||||||||||||||||||||||
|
3800 Lockbourne Industrial Pkwy
|
Columbus, OH | — | 1,045 | 6,421 | (1,875 | ) | 588 | 5,003 | 5,591 | 2,348 | 1996 | (l | ) | |||||||||||||||||||||||||||||
|
3880 Groveport Road
|
Columbus, OH | — | 1,955 | 12,154 | (1,420 | ) | 1,610 | 11,079 | 12,689 | 4,369 | 1996 | (l | ) | |||||||||||||||||||||||||||||
|
1819 North Walcutt Road
|
Columbus, OH | — | 637 | 4,590 | (690 | ) | 454 | 4,083 | 4,537 | 1,487 | 1997 | (l | ) | |||||||||||||||||||||||||||||
|
4115 Leap Road(d)
|
Hillard, OH | — | 756 | 4,297 | 1,511 | 756 | 5,808 | 6,564 | 1,858 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
3300 Lockbourne
|
Columbus, OH | — | 708 | 3,920 | (2,121 | ) | 156 | 2,351 | 2,507 | 1,513 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
1076 Pittsburgh Drive
|
Delaware, OH | — | 2,265 | 4,733 | (37 | ) | 2,273 | 4,688 | 6,961 | 1,220 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
6150 Huntly Road
|
Columbus, OH | — | 920 | 4,810 | (689 | ) | 791 | 4,250 | 5,041 | 857 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
4985 Frusta Drive
|
Obetz, OH | — | 318 | 837 | 255 | 326 | 1,084 | 1,410 | 318 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
4311 Janitrol Road
|
Columbus, OH | — | 681 | 5,941 | (3,796 | ) | 227 | 2,599 | 2,826 | 915 | 2006 | (l | ) | |||||||||||||||||||||||||||||
|
4600 S. Hamilton Road
|
Groveport, OH | — | 662 | 4,332 | 1,453 | 675 | 5,772 | 6,447 | 1,033 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
Dallas/Fort Worth
|
||||||||||||||||||||||||||||||||||||||||||
|
2406-2416
Walnut Ridge
|
Dallas, TX | — | 178 | 1,006 | 585 | 172 | 1,597 | 1,769 | 409 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
2401-2419
Walnut Ridge
|
Dallas, TX | — | 148 | 839 | 299 | 142 | 1,144 | 1,286 | 287 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
900-906
Great Southwest Pkwy
|
Arlington, TX | — | 237 | 1,342 | 440 | 270 | 1,749 | 2,019 | 545 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
3000 West Commerce
|
Dallas, TX | — | 456 | 2,584 | 983 | 469 | 3,554 | 4,023 | 1,027 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
3030 Hansboro
|
Dallas, TX | — | 266 | 1,510 | (619 | ) | 85 | 1,072 | 1,157 | 620 | 1997 | (l | ) | |||||||||||||||||||||||||||||
S-5
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
405-407
113th
|
Arlington, TX | — | 181 | 1,026 | 475 | 185 | 1,497 | 1,682 | 434 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
816 111th Street
|
Arlington, TX | 873 | 251 | 1,421 | 132 | 258 | 1,546 | 1,804 | 512 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
7427 Dogwood Park
|
Richland Hills, TX | — | 96 | 532 | 573 | 102 | 1,099 | 1,201 | 444 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
7348-54
Tower Street
|
Richland Hills, TX | — | 88 | 489 | 225 | 94 | 708 | 802 | 213 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
7339-41
Tower Street
|
Richland Hills, TX | — | 98 | 541 | 169 | 104 | 704 | 808 | 192 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
7437-45
Tower Street
|
Richland Hills, TX | — | 102 | 563 | 121 | 108 | 678 | 786 | 198 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
7331-59
Airport Freeway
|
Richland Hills, TX | — | 354 | 1,958 | 349 | 372 | 2,289 | 2,661 | 721 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
7338-60
Dogwood Park
|
Richland Hills, TX | — | 106 | 587 | 126 | 112 | 707 | 819 | 207 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
7450-70
Dogwood Park
|
Richland Hills, TX | — | 106 | 584 | 157 | 112 | 735 | 847 | 228 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
7423-49
Airport Freeway
|
Richland Hills, TX | — | 293 | 1,621 | 393 | 308 | 1,999 | 2,307 | 648 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
7400 Whitehall Street
|
Richland Hills, TX | — | 109 | 603 | 61 | 115 | 658 | 773 | 198 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1602-1654
Terre Colony
|
Dallas, TX | 1,867 | 458 | 2,596 | 805 | 468 | 3,391 | 3,859 | 841 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
2351-2355
Merritt Drive
|
Garland, TX | — | 101 | 574 | 87 | 92 | 670 | 762 | 180 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
701-735
North Plano Road
|
Richardson, TX | — | 696 | 3,944 | (1,760 | ) | 269 | 2,611 | 2,880 | 1,186 | 2000 | (l | ) | |||||||||||||||||||||||||||||
|
2220 Merritt Drive
|
Garland, TX | — | 352 | 1,993 | 1,088 | 356 | 3,077 | 3,433 | 936 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
2010 Merritt Drive
|
Garland, TX | — | 350 | 1,981 | 578 | 357 | 2,552 | 2,909 | 794 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
2363 Merritt Drive
|
Garland, TX | — | 73 | 412 | 65 | 47 | 503 | 550 | 157 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
2447 Merritt Drive
|
Garland, TX | — | 70 | 395 | (205 | ) | 23 | 237 | 260 | 119 | 2000 | (l | ) | |||||||||||||||||||||||||||||
|
2465-2475
Merritt Drive
|
Garland, TX | — | 91 | 514 | 35 | 71 | 569 | 640 | 154 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
2485-2505
Merritt Drive
|
Garland, TX | — | 431 | 2,440 | 848 | 436 | 3,283 | 3,719 | 778 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
2081 Hutton Drive —
Bldg 1(e) |
Carrolton, TX | 1,507 | 448 | 2,540 | (272 | ) | 295 | 2,421 | 2,716 | 725 | 2001 | (l | ) | |||||||||||||||||||||||||||||
|
2110 Hutton Drive
|
Carrolton, TX | — | 374 | 2,117 | (260 | ) | 268 | 1,963 | 2,231 | 721 | 2001 | (l | ) | |||||||||||||||||||||||||||||
|
2025 McKenzie Drive
|
Carrolton, TX | 1,579 | 437 | 2,478 | 348 | 442 | 2,821 | 3,263 | 774 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
2019 McKenzie Drive
|
Carrolton, TX | 1,886 | 502 | 2,843 | 552 | 507 | 3,390 | 3,897 | 903 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
1420 Valwood Parkway —
Bldg 1(d) |
Carrolton, TX | — | 460 | 2,608 | (1,499 | ) | 112 | 1,457 | 1,569 | 797 | 2001 | (l | ) | |||||||||||||||||||||||||||||
|
1620 Valwood Parkway(e)
|
Carrolton, TX | — | 1,089 | 6,173 | (1,613 | ) | 605 | 5,044 | 5,649 | 1,829 | 2001 | (l | ) | |||||||||||||||||||||||||||||
|
1505 Luna Road — Bldg II
|
Carrolton, TX | — | 167 | 948 | (425 | ) | 78 | 612 | 690 | 254 | 2001 | (l | ) | |||||||||||||||||||||||||||||
|
1625 West Crosby Road
|
Carrolton, TX | — | 617 | 3,498 | (249 | ) | 456 | 3,410 | 3,866 | 1,033 | 2001 | (l | ) | |||||||||||||||||||||||||||||
|
2029-2035
McKenzie Drive
|
Carrolton, TX | 1,897 | 306 | 1,870 | 680 | 306 | 2,550 | 2,856 | 1,014 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
1840 Hutton Drive(d)
|
Carrolton, TX | — | 811 | 4,597 | 176 | 695 | 4,889 | 5,584 | 1,362 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
1420 Valwood Pkwy —
Bldg II |
Carrolton, TX | — | 373 | 2,116 | 321 | 377 | 2,433 | 2,810 | 599 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
2015 McKenzie Drive
|
Carrolton, TX | 2,106 | 510 | 2,891 | 395 | 516 | 3,280 | 3,796 | 843 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
2009 McKenzie Drive
|
Carrolton, TX | — | 476 | 2,699 | 376 | 481 | 3,070 | 3,551 | 790 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
S-6
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
1505 Luna Road — Bldg I
|
Carrolton, TX | — | 521 | 2,953 | (1,985 | ) | 130 | 1,359 | 1,489 | 735 | 2001 | (l | ) | |||||||||||||||||||||||||||||
|
2104 Hutton Drive
|
Carrolton, TX | — | 246 | 1,393 | (424 | ) | 140 | 1,075 | 1,215 | 372 | 2001 | (l | ) | |||||||||||||||||||||||||||||
|
900-1100
Avenue S
|
Grand Prairie, TX | 2,669 | 623 | 3,528 | 1,365 | 629 | 4,887 | 5,516 | 1,059 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
Plano Crossing(f)
|
Plano, TX | 7,709 | 1,961 | 11,112 | 819 | 1,981 | 11,911 | 13,892 | 2,648 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
7413A-C Dogwood Park
|
Richland Hills, TX | — | 110 | 623 | 195 | 111 | 817 | 928 | 167 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
7450 Tower Street
|
Richland Hills, TX | — | 36 | 204 | 183 | 36 | 387 | 423 | 148 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
7436 Tower Street
|
Richland Hills, TX | — | 57 | 324 | 158 | 58 | 481 | 539 | 172 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
7426 Tower Street
|
Richland Hills, TX | — | 76 | 429 | 239 | 76 | 668 | 744 | 103 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
7427-7429
Tower Street
|
Richland Hills, TX | — | 75 | 427 | 130 | 76 | 556 | 632 | 111 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
2840-2842
Handley Ederville Rd
|
Richland Hills, TX | — | 112 | 635 | 56 | 113 | 690 | 803 | 145 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
7451-7477
Airport Freeway
|
Richland Hills, TX | — | 256 | 1,453 | 254 | 259 | 1,704 | 1,963 | 372 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
7415 Whitehall Street
|
Richland Hills, TX | — | 372 | 2,107 | (194 | ) | 269 | 2,016 | 2,285 | 542 | 2002 | (l | ) | |||||||||||||||||||||||||||||
|
7450 Whitehall Street
|
Richland Hills, TX | — | 104 | 591 | 288 | 105 | 878 | 983 | 162 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
300 Wesley Way
|
Richland Hills, TX | 908 | 208 | 1,181 | 18 | 211 | 1,196 | 1,407 | 247 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
7451 Dogwood Park
|
Richland Hills, TX | 608 | 133 | 753 | 29 | 134 | 781 | 915 | 165 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
825-827
Avenue H(d)
|
Arlington, TX | — | 600 | 3,006 | 245 | 604 | 3,247 | 3,851 | 974 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
1013-31
Avenue M
|
Grand Prairie, TX | — | 300 | 1,504 | 357 | 302 | 1,859 | 2,161 | 462 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
1172-84
113th Street(d)
|
Grand Prairie, TX | 2,253 | 700 | 3,509 | 196 | 704 | 3,701 | 4,405 | 1,009 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
1200-16
Avenue H(d)
|
Arlington, TX | 1,702 | 600 | 2,846 | (132 | ) | 604 | 2,710 | 3,314 | 591 | 2004 | (l | ) | |||||||||||||||||||||||||||||
|
1322-66 N. Carrier
Parkway(e)
|
Grand Prairie, TX | — | 1,000 | 5,012 | 113 | 1,006 | 5,119 | 6,125 | 1,082 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
2401-2407
Centennial Dr
|
Arlington, TX | 1,912 | 600 | 2,534 | 217 | 604 | 2,747 | 3,351 | 865 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
3111 West Commerce Street
|
Dallas, TX | — | 1,000 | 3,364 | 95 | 1,011 | 3,448 | 4,459 | 1,047 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
9150 West Royal Lane
|
Irving, TX | — | 818 | 3,767 | (1,859 | ) | 368 | 2,358 | 2,726 | 904 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
13800 Senlac Drive
|
Farmers Ranch, TX | — | 823 | 4,042 | 146 | 825 | 4,186 | 5,011 | 1,025 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
801-831
S
Great Southwest Pkwy(g)
|
Grand Prairie, TX | — | 2,581 | 16,556 | (917 | ) | 2,586 | 15,634 | 18,220 | 4,429 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
801-842
Heinz Way
|
Grand Prairie, TX | — | 599 | 3,327 | 355 | 601 | 3,680 | 4,281 | 995 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
901-937
Heinz Way
|
Grand Prairie, TX | — | 493 | 2,758 | (14 | ) | 481 | 2,756 | 3,237 | 851 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
3730 Wheeler Avenue
|
Fort Smith, AR | — | 720 | 2,800 | (658 | ) | 566 | 2,296 | 2,862 | 448 | 2006 | (l | ) | |||||||||||||||||||||||||||||
|
3301 Century Circle
|
Irving, TX | 2,582 | 760 | 3,856 | 204 | 771 | 4,049 | 4,820 | 500 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
First Garland Dist Ctr.
|
Garland, TX | — | 1,912 | — | 15,155 | 1,947 | 15,120 | 17,067 | 1,367 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Denver
|
||||||||||||||||||||||||||||||||||||||||||
|
4785 Elati
|
Denver, CO | — | 173 | 981 | 132 | 175 | 1,111 | 1,286 | 336 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
4770 Fox Street
|
Denver, CO | — | 132 | 750 | 149 | 134 | 897 | 1,031 | 265 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
3871 Revere
|
Denver, CO | 1,302 | 361 | 2,047 | 282 | 368 | 2,322 | 2,690 | 725 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
S-7
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
4570 Ivy Street
|
Denver, CO | 1,048 | 219 | 1,239 | 165 | 220 | 1,403 | 1,623 | 468 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5855 Stapleton Drive North
|
Denver, CO | 1,329 | 288 | 1,630 | 142 | 290 | 1,770 | 2,060 | 566 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5885 Stapleton Drive North
|
Denver, CO | 1,870 | 376 | 2,129 | 392 | 380 | 2,517 | 2,897 | 860 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5977-5995
North Broadway
|
Denver, CO | — | 268 | 1,518 | 303 | 271 | 1,818 | 2,089 | 558 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
2952-5978
North Broadway
|
Denver, CO | — | 414 | 2,346 | 861 | 422 | 3,199 | 3,621 | 1,004 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
4721 Ironton Street
|
Denver, CO | — | 232 | 1,313 | 24 | 236 | 1,333 | 1,569 | 449 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
East 47th Drive — A
|
Denver, CO | — | 441 | 2,689 | (18 | ) | 441 | 2,671 | 3,112 | 892 | 1997 | (l | ) | |||||||||||||||||||||||||||||
|
9500 West 49th Street — A
|
Wheatridge, CO | — | 283 | 1,625 | 7 | 287 | 1,628 | 1,915 | 570 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
9500 West 49th Street — B
|
Wheatridge, CO | — | 225 | 1,272 | 109 | 227 | 1,379 | 1,606 | 486 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
9500 West 49th Street — C
|
Wheatridge, CO | — | 600 | 3,409 | 110 | 601 | 3,518 | 4,119 | 1,146 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
9500 West 49th Street — D
|
Wheatridge, CO | — | 246 | 1,537 | 395 | 247 | 1,931 | 2,178 | 683 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
451-591
East
124th Avenue
|
Littleton, CO | — | 383 | 2,145 | 328 | 383 | 2,473 | 2,856 | 998 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
608 Garrison Street
|
Lakewood, CO | — | 265 | 1,501 | 423 | 269 | 1,920 | 2,189 | 620 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
610 Garrison Street
|
Lakewood, CO | — | 264 | 1,494 | 372 | 265 | 1,865 | 2,130 | 606 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
15000 West 6th Avenue
|
Golden, CO | — | 913 | 5,174 | 769 | 918 | 5,938 | 6,856 | 1,902 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
14998 West 6th Avenue
Bldg E |
Golden, CO | — | 565 | 3,199 | 263 | 570 | 3,457 | 4,027 | 1,138 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
14998 West 6th Avenue
Bldg F |
Englewood, CO | — | 269 | 1,525 | 73 | 273 | 1,594 | 1,867 | 516 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
12503 East Euclid Drive
|
Denver, CO | — | 1,208 | 6,905 | 429 | 1,000 | 7,542 | 8,542 | 2,804 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
6547 South Racine Circle
|
Englewood, CO | 3,003 | 739 | 4,241 | 402 | 739 | 4,643 | 5,382 | 1,631 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
1600 South Abilene
|
Aurora, CO | — | 465 | 2,633 | (1,134 | ) | 210 | 1,754 | 1,964 | 889 | 1997 | (l | ) | |||||||||||||||||||||||||||||
|
1620 South Abilene
|
Aurora, CO | — | 268 | 1,520 | 84 | 270 | 1,602 | 1,872 | 520 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
1640 South Abilene
|
Aurora, CO | — | 368 | 2,085 | (158 | ) | 307 | 1,988 | 2,295 | 719 | 1997 | (l | ) | |||||||||||||||||||||||||||||
|
13900 East Florida Ave
|
Aurora, CO | — | 189 | 1,071 | (439 | ) | 81 | 740 | 821 | 393 | 1997 | (l | ) | |||||||||||||||||||||||||||||
|
11701 East 53rd Avenue
|
Denver, CO | — | 416 | 2,355 | 326 | 422 | 2,675 | 3,097 | 921 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5401 Oswego Street
|
Denver, CO | — | 273 | 1,547 | 197 | 278 | 1,739 | 2,017 | 580 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
14818 West 6th Avenue
Bldg A |
Golden, CO | — | 468 | 2,799 | 400 | 468 | 3,199 | 3,667 | 1,141 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
14828 West 6th Avenue
Bldg B |
Golden, CO | — | 503 | 2,942 | 199 | 503 | 3,141 | 3,644 | 1,028 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
445 Bryant Street
|
Denver, CO | 6,926 | 1,829 | 10,219 | 2,265 | 1,829 | 12,484 | 14,313 | 3,794 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
3811 Joliet
|
Denver, CO | — | 735 | 4,166 | 448 | 752 | 4,597 | 5,349 | 1,448 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
12055 E 49th Ave/4955 Peoria
|
Denver, CO | — | 298 | 1,688 | 547 | 305 | 2,228 | 2,533 | 737 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
4940-4950
Paris
|
Denver, CO | — | 152 | 861 | 253 | 156 | 1,110 | 1,266 | 321 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
4970 Paris
|
Denver, CO | — | 95 | 537 | 144 | 97 | 679 | 776 | 208 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
7367 South Revere Parkway
|
Englewood, CO | 3,324 | 926 | 5,124 | 818 | 934 | 5,934 | 6,868 | 2,016 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
S-8
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
8200 East Park Meadows Drive(d)
|
Lone Tree, CO | — | 1,297 | 7,348 | 903 | 1,304 | 8,244 | 9,548 | 2,245 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
3250 Quentin(d)
|
Aurora, CO | — | 1,220 | 6,911 | 638 | 1,230 | 7,539 | 8,769 | 2,043 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
Highpoint Bus Ctr B
|
Littleton, CO | — | 739 | — | 3,259 | 781 | 3,217 | 3,998 | 704 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
1130 W. 124th Ave.
|
Westminster, CO | — | 441 | — | 3,766 | 441 | 3,766 | 4,207 | 1,223 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
1070 W. 124th Ave.
|
Westminster, CO | — | 374 | — | 2,771 | 374 | 2,771 | 3,145 | 654 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
1020 W. 124th Ave.
|
Westminster, CO | — | 374 | — | 2,813 | 374 | 2,813 | 3,187 | 793 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
Jeffco Bus Ctr Phase I
|
Broomfield, CO | — | 312 | — | 1,403 | 370 | 1,345 | 1,715 | 337 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
960 W. 124th Ave
|
Westminster, CO | — | 441 | — | 3,395 | 429 | 3,407 | 3,836 | 991 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
8820 W. 116th Street
|
Broomfield, CO | — | 338 | 1,918 | 290 | 372 | 2,174 | 2,546 | 451 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
8835 W. 116th Street
|
Broomfield, CO | — | 1,151 | 6,523 | 1,090 | 1,304 | 7,460 | 8,764 | 1,601 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
18150 E. 32nd Street
|
Aurora, CO | 2,130 | 563 | 3,188 | 651 | 572 | 3,830 | 4,402 | 1,160 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
3400 Fraser Street
|
Aurora, CO | 2,449 | 616 | 3,593 | (168 | ) | 620 | 3,421 | 4,041 | 598 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
7005 E. 46th Avenue Drive
|
Denver, CO | 1,462 | 512 | 2,025 | 60 | 517 | 2,080 | 2,597 | 410 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
4001 Salazar Way
|
Frederick, CO | 4,254 | 1,271 | 6,508 | (88 | ) | 1,276 | 6,415 | 7,691 | 1,137 | 2006 | (l | ) | |||||||||||||||||||||||||||||
|
1690 S. Abilene
|
Aurora, CO | — | 406 | 2,814 | (699 | ) | 294 | 2,227 | 2,521 | 570 | 2006 | (l | ) | |||||||||||||||||||||||||||||
|
5909-5915 N. Broadway
|
Denver, CO | 1,022 | 495 | 1,268 | 183 | 500 | 1,446 | 1,946 | 396 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
555 Corporate Circle
|
Golden, CO | — | 499 | 2,673 | 77 | 559 | 2,690 | 3,249 | 521 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
Detroit
|
||||||||||||||||||||||||||||||||||||||||||
|
1731 Thorncroft
|
Troy, MI | — | 331 | 1,904 | 192 | 331 | 2,096 | 2,427 | 826 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
47461 Clipper
|
Plymouth Township, MI | — | 122 | 723 | 114 | 122 | 837 | 959 | 374 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
238 Executive Drive
|
Troy, MI | — | 52 | 173 | 514 | 100 | 639 | 739 | 558 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
301 Executive Drive
|
Troy, MI | — | 71 | 293 | 627 | 133 | 858 | 991 | 796 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
449 Executive Drive
|
Troy, MI | — | 125 | 425 | 939 | 218 | 1,271 | 1,489 | 1,181 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
501 Executive Drive
|
Troy, MI | — | 71 | 236 | 600 | 129 | 778 | 907 | 556 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
451 Robbins Drive
|
Troy, MI | — | 96 | 448 | 867 | 192 | 1,219 | 1,411 | 1,098 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1095 Crooks Road
|
Troy, MI | — | 331 | 1,017 | 2,239 | 360 | 3,227 | 3,587 | 1,882 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1416 Meijer Drive
|
Troy, MI | — | 94 | 394 | 516 | 121 | 883 | 1,004 | 741 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1624 Meijer Drive
|
Troy, MI | — | 236 | 1,406 | 940 | 373 | 2,209 | 2,582 | 1,754 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1972 Meijer Drive
|
Troy, MI | — | 315 | 1,301 | 738 | 372 | 1,982 | 2,354 | 1,466 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1621 Northwood Drive
|
Troy, MI | — | 85 | 351 | 1,014 | 215 | 1,235 | 1,450 | 1,151 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1707 Northwood Drive
|
Troy, MI | — | 95 | 262 | 1,316 | 239 | 1,434 | 1,673 | 1,116 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1788 Northwood Drive
|
Troy, MI | — | 50 | 196 | 483 | 103 | 626 | 729 | 558 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1821 Northwood Drive
|
Troy, MI | — | 132 | 523 | 744 | 220 | 1,179 | 1,399 | 1,162 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1826 Northwood Drive
|
Troy, MI | — | 55 | 208 | 472 | 103 | 632 | 735 | 547 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1864 Northwood Drive
|
Troy, MI | — | 57 | 190 | 489 | 107 | 629 | 736 | 566 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
S-9
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
2277 Elliott Avenue
|
Troy, MI | — | 48 | 188 | 411 | 16 | 631 | 647 | 559 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
2451 Elliott Avenue
|
Troy, MI | — | 78 | 319 | 751 | 164 | 984 | 1,148 | 909 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
2730 Research Drive
|
Rochester Hills, MI | — | 903 | 4,215 | 1,402 | 903 | 5,617 | 6,520 | 3,691 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
2791 Research Drive
|
Rochester Hills, MI | — | 557 | 2,731 | 719 | 560 | 3,447 | 4,007 | 2,233 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
2871 Research Drive
|
Rochester Hills, MI | — | 324 | 1,487 | 846 | 327 | 2,330 | 2,657 | 1,518 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
3011 Research Drive
|
Rochester Hills, MI | — | 457 | 2,104 | 687 | 457 | 2,791 | 3,248 | 1,790 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
2870 Technology Drive
|
Rochester Hills, MI | — | 275 | 1,262 | 292 | 279 | 1,550 | 1,829 | 1,079 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
2900 Technology Drive
|
Rochester Hills, MI | — | 214 | 977 | 613 | 219 | 1,585 | 1,804 | 1,004 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
2930 Technology Drive
|
Rochester Hills, MI | — | 131 | 594 | 379 | 138 | 966 | 1,104 | 572 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
2950 Technology Drive
|
Rochester Hills, MI | — | 178 | 819 | 381 | 185 | 1,193 | 1,378 | 763 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
23014 Commerce Drive
|
Farmington Hills, MI | — | 39 | 203 | 216 | 56 | 402 | 458 | 281 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
23028 Commerce Drive
|
Farmington Hills, MI | — | 98 | 507 | 278 | 125 | 758 | 883 | 580 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
23035 Commerce Drive
|
Farmington Hills, MI | — | 71 | 355 | 274 | 93 | 607 | 700 | 441 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
23042 Commerce Drive
|
Farmintgon Hills, MI | — | 67 | 277 | 274 | 89 | 529 | 618 | 417 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
23065 Commerce Drive
|
Farmington Hills, MI | — | 71 | 408 | 207 | 93 | 593 | 686 | 449 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
23070 Commerce Drive
|
Farmington Hills, MI | — | 112 | 442 | 346 | 125 | 775 | 900 | 605 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
23079 Commerce Drive
|
Farmington Hills, MI | — | 68 | 301 | 290 | 79 | 580 | 659 | 402 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
23093 Commerce Drive
|
Farmington Hills, MI | — | 211 | 1,024 | 753 | 295 | 1,693 | 1,988 | 1,356 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
23135 Commerce Drive
|
Farmington Hills, MI | — | 146 | 701 | 392 | 158 | 1,081 | 1,239 | 702 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
23163 Commerce Drive
|
Farmington Hills, MI | — | 111 | 513 | 341 | 138 | 827 | 965 | 576 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
23177 Commerce Drive
|
Farmington Hills, MI | — | 175 | 1,007 | 593 | 254 | 1,521 | 1,775 | 1,094 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
23206 Commerce Drive
|
Farmington Hills, MI | — | 125 | 531 | 309 | 137 | 828 | 965 | 600 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
23370 Commerce Drive
|
Farmington Hills, MI | — | 59 | 233 | 175 | 66 | 401 | 467 | 351 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
6515 Cobb Drive
|
Sterling Heights, MI | — | 305 | 1,753 | 242 | 305 | 1,995 | 2,300 | 779 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1451 East Lincoln Avenue
|
Madison Heights, MI | — | 299 | 1,703 | (474 | ) | 148 | 1,380 | 1,528 | 756 | 1995 | (l | ) | |||||||||||||||||||||||||||||
|
4400 Purks Drive
|
Auburn Hills, MI | — | 602 | 3,410 | 3,201 | 612 | 6,601 | 7,213 | 2,414 | 1995 | (l | ) | ||||||||||||||||||||||||||||||
|
32450 N Avis Drive
|
Madison Heights, MI | — | 281 | 1,590 | 529 | 286 | 2,114 | 2,400 | 685 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
12707 Eckles Road
|
Plymouth Township, MI | — | 255 | 1,445 | 239 | 267 | 1,672 | 1,939 | 568 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
9300-9328
Harrison Rd
|
Romulus, MI | — | 147 | 834 | 408 | 154 | 1,235 | 1,389 | 404 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
9330-9358
Harrison Rd
|
Romulus, MI | — | 81 | 456 | 253 | 85 | 705 | 790 | 238 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
28420-28448
Highland Rd
|
Romulus, MI | — | 143 | 809 | 268 | 149 | 1,071 | 1,220 | 332 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
28450-28478
Highland Rd
|
Romulus, MI | — | 81 | 461 | 602 | 85 | 1,059 | 1,144 | 293 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
28421-28449
Highland Rd
|
Romulus, MI | — | 109 | 617 | 497 | 114 | 1,109 | 1,223 | 355 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
28451-28479
Highland Rd
|
Romulus, MI | — | 107 | 608 | 379 | 112 | 982 | 1,094 | 292 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
28825-28909
Highland Rd
|
Romulus, MI | — | 70 | 395 | 293 | 73 | 685 | 758 | 247 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
28933-29017
Highland Rd
|
Romulus, MI | — | 112 | 634 | 240 | 117 | 869 | 986 | 270 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
S-10
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
28824-28908
Highland Rd
|
Romulus, MI | — | 134 | 760 | 221 | 140 | 975 | 1,115 | 346 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
28932-29016
Highland Rd
|
Romulus, MI | — | 123 | 694 | 276 | 128 | 965 | 1,093 | 306 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
9710-9734
Harrison Rd
|
Romulus, MI | — | 125 | 706 | 187 | 130 | 888 | 1,018 | 294 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
9740-9772
Harrison Rd
|
Romulus, MI | — | 132 | 749 | 226 | 138 | 969 | 1,107 | 319 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
9840-9868
Harrison Rd
|
Romulus, MI | — | 144 | 815 | 174 | 151 | 982 | 1,133 | 378 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
9800-9824
Harrison Rd
|
Romulus, MI | — | 117 | 664 | 146 | 123 | 804 | 927 | 289 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
29265-29285
Airport Dr
|
Romulus, MI | — | 140 | 794 | 254 | 147 | 1,041 | 1,188 | 380 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
29185-29225
Airport Dr
|
Romulus, MI | — | 140 | 792 | 328 | 146 | 1,114 | 1,260 | 407 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
29149-29165
Airport Dr
|
Romulus, MI | — | 216 | 1,225 | 250 | 226 | 1,465 | 1,691 | 513 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
29101-29115
Airport Dr
|
Romulus, MI | — | 130 | 738 | 261 | 136 | 993 | 1,129 | 348 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
29031-29045
Airport Dr
|
Romulus, MI | — | 124 | 704 | 178 | 130 | 876 | 1,006 | 343 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
29050-29062
Airport Dr
|
Romulus, MI | — | 127 | 718 | 213 | 133 | 925 | 1,058 | 297 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
29120-29134
Airport Dr
|
Romulus, MI | — | 161 | 912 | 268 | 169 | 1,172 | 1,341 | 393 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
29200-29214
Airport Dr
|
Romulus, MI | — | 170 | 963 | 250 | 178 | 1,205 | 1,383 | 421 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
9301-9339
Middlebelt Rd
|
Romulus, MI | — | 124 | 703 | 291 | 130 | 988 | 1,118 | 330 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
26980 Trolley Industrial Drive
|
Taylor, MI | — | 450 | 2,550 | (658 | ) | 207 | 2,135 | 2,342 | 1,137 | 1997 | (l | ) | |||||||||||||||||||||||||||||
|
32975 Capitol Avenue
|
Livonia, MI | — | 135 | 748 | (49 | ) | 77 | 757 | 834 | 392 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
2725 S. Industrial Highway
|
Ann Arbor, MI | — | 660 | 3,654 | (1,431 | ) | 313 | 2,570 | 2,883 | 1,277 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
32920 Capitol Avenue
|
Livonia, MI | — | 76 | 422 | (98 | ) | 27 | 373 | 400 | 161 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
11923 Brookfield Avenue
|
Livonia, MI | — | 120 | 665 | (350 | ) | 32 | 403 | 435 | 257 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
11965 Brookfield Avenue
|
Livonia, MI | — | 120 | 665 | (411 | ) | 28 | 346 | 374 | 224 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
13405 Stark Road
|
Livonia, MI | — | 46 | 254 | (3 | ) | 30 | 267 | 297 | 99 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
1170 Chicago Road
|
Troy, MI | — | 249 | 1,380 | (455 | ) | 129 | 1,045 | 1,174 | 501 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
1200 Chicago Road
|
Troy, MI | — | 268 | 1,483 | 284 | 286 | 1,749 | 2,035 | 542 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
450 Robbins Drive
|
Troy, MI | — | 166 | 920 | 260 | 178 | 1,168 | 1,346 | 381 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1230 Chicago Road
|
Troy, MI | — | 271 | 1,498 | 166 | 289 | 1,646 | 1,935 | 516 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
12886 Westmore Avenue
|
Livonia, MI | — | 190 | 1,050 | (413 | ) | 86 | 741 | 827 | 381 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
12898 Westmore Avenue
|
Livonia, MI | — | 190 | 1,050 | (639 | ) | 39 | 562 | 601 | 376 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
33025 Industrial Road
|
Livonia, MI | — | 80 | 442 | (331 | ) | 6 | 185 | 191 | 160 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
47711 Clipper Street
|
Plymouth Township, MI | — | 539 | 2,983 | 265 | 575 | 3,212 | 3,787 | 1,012 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
32975 Industrial Road
|
Livonia, MI | — | 160 | 887 | (231 | ) | 92 | 724 | 816 | 326 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
32985 Industrial Road
|
Livonia, MI | — | 137 | 761 | (368 | ) | 46 | 484 | 530 | 271 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
32995 Industrial Road
|
Livonia, MI | — | 160 | 887 | (344 | ) | 69 | 634 | 703 | 328 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
12874 Westmore Avenue
|
Livonia, MI | — | 137 | 761 | (203 | ) | 58 | 637 | 695 | 347 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
33067 Industrial Road
|
Livonia, MI | — | 160 | 887 | (430 | ) | 54 | 563 | 617 | 319 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
1775 Bellingham
|
Troy, MI | — | 344 | 1,902 | 365 | 367 | 2,244 | 2,611 | 685 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
S-11
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
1785 East Maple
|
Troy, MI | — | 92 | 507 | 140 | 98 | 641 | 739 | 185 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1807 East Maple
|
Troy, MI | — | 321 | 1,775 | (445 | ) | 189 | 1,462 | 1,651 | 638 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
980 Chicago
|
Troy, MI | — | 206 | 1,141 | 209 | 220 | 1,336 | 1,556 | 401 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1840 Enterprise Drive
|
Rochester Hills, MI | — | 573 | 3,170 | (2,280 | ) | 49 | 1,414 | 1,463 | 1,069 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
1885 Enterprise Drive
|
Rochester Hills, MI | — | 209 | 1,158 | 146 | 223 | 1,290 | 1,513 | 412 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1935-55
Enterprise Drive
|
Rochester Hills, MI | — | 1,285 | 7,144 | 735 | 1,371 | 7,793 | 9,164 | 2,426 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
5500 Enterprise Court
|
Warren, MI | — | 675 | 3,737 | 517 | 721 | 4,208 | 4,929 | 1,304 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
750 Chicago Road
|
Troy, MI | — | 323 | 1,790 | 498 | 345 | 2,266 | 2,611 | 731 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
800 Chicago Road
|
Troy, MI | — | 283 | 1,567 | 366 | 302 | 1,914 | 2,216 | 583 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
850 Chicago Road
|
Troy, MI | — | 183 | 1,016 | 261 | 196 | 1,264 | 1,460 | 404 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
2805 S. Industrial Highway
|
Ann Arbor, MI | — | 318 | 1,762 | 276 | 219 | 2,137 | 2,356 | 823 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
6833 Center Drive
|
Sterling Heights, MI | — | 467 | 2,583 | 218 | 493 | 2,775 | 3,268 | 898 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
32201 North Avis Drive
|
Madison Heights, MI | — | 345 | 1,911 | (1,007 | ) | 96 | 1,153 | 1,249 | 681 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
1100 East Mandoline Road
|
Madison Heights, MI | — | 888 | 4,915 | (985 | ) | 402 | 4,416 | 4,818 | 1,937 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
30081 Stephenson Highway
|
Madison Heights, MI | — | 271 | 1,499 | (585 | ) | 108 | 1,077 | 1,185 | 576 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
1120 John A. Papalas Drive(e)
|
Lincoln Park, MI | — | 366 | 3,241 | 202 | 291 | 3,518 | 3,809 | 1,468 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
4872 S. Lapeer Road
|
Lake Orion Twsp, MI | — | 1,342 | 5,441 | 526 | 1,412 | 5,897 | 7,309 | 1,809 | 1999 | (l | ) | ||||||||||||||||||||||||||||||
|
22701 Trolley Industrial
|
Taylor, MI | — | 795 | — | 7,372 | 849 | 7,318 | 8,167 | 2,028 | 1999 | (l | ) | ||||||||||||||||||||||||||||||
|
1400 Allen Drive
|
Troy, MI | — | 209 | 1,154 | 253 | 212 | 1,404 | 1,616 | 367 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
1408 Allen Drive
|
Troy, MI | — | 151 | 834 | 133 | 153 | 965 | 1,118 | 264 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
1305 Stephenson Hwy
|
Troy, MI | — | 345 | 1,907 | 255 | 350 | 2,157 | 2,507 | 533 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
32505 Industrial Drive
|
Madison Heights, MI | — | 345 | 1,910 | 333 | 351 | 2,237 | 2,588 | 575 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
1799-1813
Northfield Drive(d)
|
Rochester Hills, MI | — | 481 | 2,665 | 297 | 490 | 2,953 | 3,443 | 784 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
28435 Automation Blvd
|
Wixom, MI | — | 621 | — | 3,736 | 628 | 3,729 | 4,357 | 608 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
32200 N Avis Drive
|
Madison Heights, MI | — | 503 | 3,367 | (1,368 | ) | 190 | 2,312 | 2,502 | 684 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
100 Kay Industrial Drive
|
Rion Township, MI | — | 677 | 2,018 | 682 | 685 | 2,692 | 3,377 | 925 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
1849 West Maple Road
|
Troy, MI | — | 1,688 | 2,790 | (3,643 | ) | 156 | 679 | 835 | 476 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
32650 Capitol Avenue
|
Livonia, MI | — | 282 | 1,128 | (500 | ) | 167 | 743 | 910 | 148 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
11800 Sears Drive
|
Livonia, MI | — | 693 | 1,507 | 1,156 | 466 | 2,890 | 3,356 | 942 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
1099 Chicago Road
|
Troy, MI | — | 1,277 | 1,332 | (718 | ) | 765 | 1,126 | 1,891 | 639 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
42555 Merrill Road
|
Sterling Heights, MI | — | 1,080 | 2,300 | 3,487 | 1,090 | 5,777 | 6,867 | 1,062 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
2441 N. Opdyke Road
|
Auburn Hills, MI | — | 530 | 737 | 16 | 538 | 745 | 1,283 | 277 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
200 Northpointe Drive
|
Orion Township, MI | — | 723 | 2,063 | 36 | 734 | 2,088 | 2,822 | 454 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
S-12
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
Houston
|
||||||||||||||||||||||||||||||||||||||||||
|
2102-2314
Edwards Street
|
Houston, TX | — | 348 | 1,973 | 1,698 | 382 | 3,637 | 4,019 | 1,232 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
3351 Rauch St
|
Houston, TX | — | 272 | 1,541 | 560 | 278 | 2,095 | 2,373 | 581 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
3851 Yale St
|
Houston, TX | 2,150 | 413 | 2,343 | 482 | 425 | 2,813 | 3,238 | 986 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
3337-3347
Rauch Street
|
Houston, TX | 962 | 227 | 1,287 | 220 | 233 | 1,501 | 1,734 | 474 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
8505 N Loop East
|
Houston, TX | 1,738 | 439 | 2,489 | 662 | 449 | 3,141 | 3,590 | 961 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
4749-4799
Eastpark Dr
|
Houston, TX | 2,554 | 594 | 3,368 | 1,316 | 611 | 4,667 | 5,278 | 1,465 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
4851 Homestead Road
|
Houston, TX | — | 491 | 2,782 | 949 | 504 | 3,718 | 4,222 | 1,134 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
3365-3385
Rauch Street
|
Houston, TX | 1,721 | 284 | 1,611 | 696 | 290 | 2,301 | 2,591 | 686 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5050 Campbell Road
|
Houston, TX | 1,693 | 461 | 2,610 | 427 | 470 | 3,028 | 3,498 | 985 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
4300 Pine Timbers
|
Houston, TX | — | 489 | 2,769 | 702 | 499 | 3,461 | 3,960 | 1,100 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
2500-2530
Fairway Park Drive
|
Houston, TX | 3,446 | 766 | 4,342 | 2,013 | 792 | 6,329 | 7,121 | 1,767 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
6550 Longpointe
|
Houston, TX | 1,394 | 362 | 2,050 | 469 | 370 | 2,511 | 2,881 | 803 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
1815 Turning Basin Dr
|
Houston, TX | 1,880 | 487 | 2,761 | 637 | 531 | 3,354 | 3,885 | 1,084 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
1819 Turning Basin Dr
|
Houston, TX | — | 231 | 1,308 | 414 | 251 | 1,702 | 1,953 | 509 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
1805 Turning Basin Drive
|
Houston, TX | 2,212 | 564 | 3,197 | 810 | 616 | 3,955 | 4,571 | 1,272 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
9835A Genard Road
|
Houston, TX | — | 1,505 | 8,333 | 3,088 | 1,581 | 11,345 | 12,926 | 2,854 | 1999 | (l | ) | ||||||||||||||||||||||||||||||
|
9835B Genard Road
|
Houston, TX | — | 245 | 1,357 | 646 | 256 | 1,992 | 2,248 | 556 | 1999 | (l | ) | ||||||||||||||||||||||||||||||
|
11505 State Highway 225
|
LaPorte City, TX | 4,723 | 940 | 4,675 | 615 | 940 | 5,290 | 6,230 | 1,100 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
1500 E. Main Street
|
Houston, TX | — | 201 | 1,328 | 24 | 204 | 1,349 | 1,553 | 534 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
700 Industrial Blvd
|
Sugar Land, TX | — | 608 | 3,679 | 365 | 617 | 4,035 | 4,652 | 632 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
7230-7238
Wynnwood
|
Houston, TX | — | 254 | 764 | 66 | 259 | 825 | 1,084 | 212 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
7240-7248
Wynnwood
|
Houston, TX | — | 271 | 726 | 77 | 276 | 798 | 1,074 | 213 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
7250-7260
Wynnwood
|
Houston, TX | — | 200 | 481 | 35 | 203 | 513 | 716 | 121 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
7967 Blankenship
|
Houston, TX | — | 307 | 1,166 | 220 | 307 | 1,386 | 1,693 | 77 | 2010 | (l | ) | ||||||||||||||||||||||||||||||
|
6400 Long Point
|
Houston, TX | 818 | 188 | 898 | (6 | ) | 188 | 892 | 1,080 | 212 | 2007 | (l | ) | |||||||||||||||||||||||||||||
|
12705 S. Kirkwood, Ste
100-150
|
Stafford, TX | — | 154 | 626 | (45 | ) | 139 | 596 | 735 | 122 | 2007 | (l | ) | |||||||||||||||||||||||||||||
|
12705 S. Kirkwood, Ste
200-220
|
Stafford, TX | — | 404 | 1,698 | 19 | 378 | 1,743 | 2,121 | 351 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
8850 Jameel
|
Houston, TX | — | 171 | 826 | 63 | 171 | 889 | 1,060 | 194 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
8800 Jameel
|
Houston, TX | — | 163 | 798 | (154 | ) | 124 | 683 | 807 | 145 | 2007 | (l | ) | |||||||||||||||||||||||||||||
|
8700 Jameel
|
Houston, TX | — | 170 | 1,020 | (109 | ) | 120 | 961 | 1,081 | 228 | 2007 | (l | ) | |||||||||||||||||||||||||||||
|
8600 Jameel
|
Houston, TX | — | 163 | 818 | (20 | ) | 163 | 798 | 961 | 137 | 2007 | (l | ) | |||||||||||||||||||||||||||||
S-13
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
Indianapolis
|
||||||||||||||||||||||||||||||||||||||||||
|
2900 N Shadeland Avenue
|
Indianapolis, IN | — | 2,057 | 13,565 | 3,428 | 2,057 | 16,993 | 19,050 | 6,132 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1445 Brookville Way
|
Indianapolis, IN | — | 459 | 2,603 | 679 | 476 | 3,265 | 3,741 | 1,149 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1440 Brookville Way
|
Indianapolis, IN | — | 665 | 3,770 | 983 | 685 | 4,733 | 5,418 | 1,889 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1240 Brookville Way
|
Indianapolis, IN | — | 247 | 1,402 | 322 | 258 | 1,713 | 1,971 | 643 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1345 Brookville Way
|
Indianapolis, IN | — | 586 | 3,321 | 825 | 601 | 4,131 | 4,732 | 1,577 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1350 Brookville Way
|
Indianapolis, IN | — | 205 | 1,161 | 312 | 212 | 1,466 | 1,678 | 543 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1341 Sadlier Circle E Dr
|
Indianapolis, IN | — | 131 | 743 | 202 | 136 | 940 | 1,076 | 327 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1322-1438
Sadlier Circle E Dr
|
Indianapolis, IN | — | 145 | 822 | 229 | 152 | 1,044 | 1,196 | 348 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1327-1441
Sadlier Circle E Dr
|
Indianapolis, IN | — | 218 | 1,234 | 330 | 225 | 1,557 | 1,782 | 557 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1304 Sadlier Circle E Dr
|
Indianapolis, IN | — | 71 | 405 | 188 | 75 | 589 | 664 | 187 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1402 Sadlier Circle E Dr
|
Indianapolis, IN | — | 165 | 934 | 266 | 171 | 1,194 | 1,365 | 404 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1504 Sadlier Circle E Dr
|
Indianapolis, IN | — | 219 | 1,238 | 12 | 146 | 1,323 | 1,469 | 567 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1365 Sadlier Circle E Dr
|
Indianapolis, IN | — | 121 | 688 | 23 | 91 | 741 | 832 | 304 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1352-1354
Sadlier Circle E Dr
|
Indianapolis, IN | — | 178 | 1,008 | 170 | 166 | 1,190 | 1,356 | 425 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1335 Sadlier Circle E Dr
|
Indianapolis, IN | — | 81 | 460 | 307 | 85 | 763 | 848 | 308 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1327 Sadlier Circle E Dr
|
Indianapolis, IN | — | 52 | 295 | 88 | 55 | 380 | 435 | 124 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1425 Sadlier Circle E Dr
|
Indianapolis, IN | — | 21 | 117 | 37 | 23 | 152 | 175 | 56 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
6951 E 30th St
|
Indianapolis, IN | — | 256 | 1,449 | 191 | 265 | 1,631 | 1,896 | 585 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
6701 E 30th St
|
Indianapolis, IN | — | 78 | 443 | 59 | 82 | 498 | 580 | 180 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
6737 E 30th St
|
Indianapolis, IN | — | 385 | 2,181 | 184 | 398 | 2,352 | 2,750 | 861 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
6555 E 30th St
|
Indianapolis, IN | 3,546 | 484 | 4,760 | 1,393 | 484 | 6,153 | 6,637 | 2,291 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
8402-8440
E
33rd St
|
Indianapolis, IN | — | 222 | 1,260 | 534 | 230 | 1,786 | 2,016 | 642 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
8520-8630
E
33rd St
|
Indianapolis, IN | — | 326 | 1,848 | 206 | 281 | 2,099 | 2,380 | 805 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
8710-8768
E
33rd St
|
Indianapolis, IN | — | 175 | 993 | 533 | 187 | 1,514 | 1,701 | 537 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
3316-3346 N. Pagosa
Court
|
Indianapolis, IN | 1,414 | 325 | 1,842 | 479 | 335 | 2,311 | 2,646 | 854 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
7901 West 21st St.
|
Indianapolis, IN | — | 1,048 | 6,027 | 253 | 1,048 | 6,280 | 7,328 | 2,132 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
1225 Brookville Way
|
Indianapolis, IN | — | 60 | — | 462 | 68 | 454 | 522 | 173 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
6751 E 30th St
|
Indianapolis, IN | — | 728 | 2,837 | 292 | 741 | 3,116 | 3,857 | 1,029 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
9200 East 146th Street
|
Noblesville, IN | — | 181 | 1,221 | 1,019 | 181 | 2,240 | 2,421 | 692 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
6575 East 30th Street
|
Indianapolis, IN | — | 118 | — | 2,086 | 128 | 2,076 | 2,204 | 653 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
6585 East 30th Street
|
Indianapolis, IN | — | 196 | — | 3,206 | 196 | 3,206 | 3,402 | 1,044 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
9210 E. 146th Street
|
Noblesville, IN | — | 66 | 684 | 834 | 66 | 1,518 | 1,584 | 815 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
5705-97
Park
Plaza Ct.
|
Indianapolis, IN | 2,163 | 600 | 2,194 | 456 | 609 | 2,641 | 3,250 | 655 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
9319-9341
Castlegate Drive
|
Indianapolis, IN | — | 530 | 1,235 | 1,003 | 544 | 2,224 | 2,768 | 738 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
1133 Northwest L Street
|
Richmond, IN | 1,008 | 201 | 1,358 | (23 | ) | 208 | 1,328 | 1,536 | 524 | 2006 | (l | ) | |||||||||||||||||||||||||||||
S-14
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
14425 Bergen Blvd
|
Noblesville, IN | — | 647 | — | 3,861 | 743 | 3,765 | 4,508 | 495 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
Inland Empire
|
||||||||||||||||||||||||||||||||||||||||||
|
3411 N. Perris Boulevard
|
Riverside, CA | — | 8,125 | 7,150 | (10,542 | ) | 1,838 | 2,895 | 4,733 | 1,842 | 2007 | (l | ) | |||||||||||||||||||||||||||||
|
100 West Sinclair
|
Riverside, CA | — | 4,894 | 3,481 | (4,555 | ) | 1,818 | 2,002 | 3,820 | 738 | 2007 | (l | ) | |||||||||||||||||||||||||||||
|
14050 Day Street
|
Moreno Valley, CA | — | 2,538 | 2,538 | 291 | 2,565 | 2,801 | 5,366 | 333 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
12925 Marlay Avenue
|
Fontana, CA | — | 6,072 | 7,891 | 105 | 6,090 | 7,978 | 14,068 | 1,230 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Los Angeles
|
||||||||||||||||||||||||||||||||||||||||||
|
1944 Vista Bella Way
|
Rancho Domingue, CA | 3,422 | 1,746 | 3,148 | 584 | 1,822 | 3,656 | 5,478 | 891 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
2000 Vista Bella Way
|
Rancho Domingue, CA | 1,398 | 817 | 1,673 | 278 | 853 | 1,915 | 2,768 | 451 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
2835 East Ana Street
|
Rancho Domingue, CA | 2,959 | 1,682 | 2,750 | 82 | 1,772 | 2,742 | 4,514 | 808 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
665 N. Baldwin Park Blvd.
|
City of Industry, CA | 4,614 | 2,124 | 5,219 | 1,678 | 2,143 | 6,878 | 9,021 | 1,214 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
27801 Avenue Scott
|
Santa Clarita, CA | — | 2,890 | 7,020 | 584 | 2,902 | 7,592 | 10,494 | 1,214 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
2610&2660 Columbia St
|
Torrance, CA | 4,698 | 3,008 | 5,826 | 181 | 3,031 | 5,984 | 9,015 | 963 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
433 Alaska Avenue
|
Torrance, CA | — | 681 | 168 | 5 | 684 | 170 | 854 | 101 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
4020 S. Compton Ave
|
Los Angeles, CA | — | 3,800 | 7,330 | 71 | 3,825 | 7,376 | 11,201 | 978 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
21730-21748
Marilla St.
|
Chatsworth, CA | 3,109 | 2,585 | 3,210 | 126 | 2,608 | 3,313 | 5,921 | 555 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
8015 Paramount
|
Pico Rivera, CA | — | 3,616 | 3,902 | 61 | 3,657 | 3,922 | 7,579 | 675 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
3365 E. Slauson
|
Vernon, CA | — | 2,367 | 3,243 | 40 | 2,396 | 3,254 | 5,650 | 590 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
3015 East Ana
|
Rancho Domingue, CA | — | 19,678 | 9,321 | 7,451 | 20,144 | 16,306 | 36,450 | 2,316 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
19067 Reyes Ave
|
Rancho Domingue, CA | — | 9,281 | 3,920 | 190 | 9,381 | 4,010 | 13,391 | 805 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
1250 Rancho Conejo Blvd.
|
Thousand Oaks, CA | — | 1,435 | 779 | 36 | 1,441 | 809 | 2,250 | 160 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
1260 Rancho Conejo Blvd.
|
Thousand Oaks, CA | — | 1,353 | 722 | (898 | ) | 651 | 526 | 1,177 | 138 | 2007 | (l | ) | |||||||||||||||||||||||||||||
|
1270 Rancho Conejo Blvd.
|
Thousand Oaks, CA | — | 1,224 | 716 | 21 | 1,229 | 732 | 1,961 | 166 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
1280 Rancho Conejo Blvd.
|
Thousand Oaks, CA | 3,234 | 2,043 | 3,408 | 40 | 2,051 | 3,440 | 5,491 | 567 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
1290 Rancho Conejo Blvd
|
Thousand Oaks, CA | 2,788 | 1,754 | 2,949 | 35 | 1,761 | 2,977 | 4,738 | 494 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
18201-18291
Santa Fe
|
Rancho Domingue, CA | — | 6,720 | — | 8,949 | 6,897 | 8,772 | 15,669 | 671 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
1011 Rancho Conejo
|
Thousand Oaks, CA | 5,762 | 7,717 | 2,518 | (186 | ) | 7,752 | 2,296 | 10,048 | 407 | 2008 | (l | ) | |||||||||||||||||||||||||||||
|
2300 Corporate Center Drive
|
Thousand Oaks, CA | — | 6,506 | 4,885 | (5,254 | ) | 3,236 | 2,901 | 6,137 | 915 | 2008 | (l | ) | |||||||||||||||||||||||||||||
|
20700 Denker Avenue
|
Rancho Domingue, CA | 5,711 | 5,767 | 2,538 | 1,426 | 5,964 | 3,768 | 9,732 | 597 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
18408 Laurel Park Road
|
Rancho Domingue, CA | — | 2,850 | 2,850 | 643 | 2,874 | 3,469 | 6,343 | 337 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
19021 S. Reyes Ave
|
Rancho Domingue, CA | — | 8,183 | 7,501 | 549 | 8,545 | 7,688 | 16,233 | 561 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Miami
|
||||||||||||||||||||||||||||||||||||||||||
|
4700 NW 15th Ave.
|
Ft. Lauderdale, FL | — | 908 | 1,883 | 310 | 912 | 2,189 | 3,101 | 360 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
4710 NW 15th Ave.
|
Ft. Lauderdale, FL | — | 830 | 2,722 | 384 | 834 | 3,102 | 3,936 | 439 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
4720 NW 15th Ave.
|
Ft. Lauderdale, FL | — | 937 | 2,455 | 262 | 942 | 2,712 | 3,654 | 375 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
4740 NW 15th Ave.
|
Ft. Lauderdale, FL | — | 1,107 | 3,111 | 261 | 1,112 | 3,367 | 4,479 | 489 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
S-15
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
4750 NW 15th Ave.
|
Ft. Lauderdale, FL | — | 947 | 3,079 | 756 | 951 | 3,831 | 4,782 | 532 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
4800 NW 15th Ave
|
Ft. Lauderdale, FL | — | 1,092 | 3,308 | 359 | 1,097 | 3,662 | 4,759 | 673 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
Medley Industrial Center
|
Medley, FL | — | 857 | 3,428 | 2,978 | 864 | 6,399 | 7,263 | 594 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
Pan American Business Park
|
Medley, FL | — | 2,521 | — | 633 | 828 | 2,326 | 3,154 | 50 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Milwaukee
|
||||||||||||||||||||||||||||||||||||||||||
|
N25 W23050 Paul Road
|
Pewaukee, WI | — | 474 | 2,723 | 649 | 265 | 3,581 | 3,846 | 1,802 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
N25 W23255 Paul Road
|
Pewaukee, WI | 2,018 | 569 | 3,270 | (102 | ) | 456 | 3,281 | 3,737 | 1,429 | 1994 | (l | ) | |||||||||||||||||||||||||||||
|
6523 N Sydney Place
|
Glendale, WI | — | 172 | 976 | (46 | ) | 88 | 1,014 | 1,102 | 538 | 1995 | (l | ) | |||||||||||||||||||||||||||||
|
5355 South Westridge Drive
|
New Berlin, WI | 5,489 | 1,630 | 7,058 | (306 | ) | 1,646 | 6,736 | 8,382 | 1,001 | 2004 | (l | ) | |||||||||||||||||||||||||||||
|
320-334 W. Vogel
Avenue
|
Milwaukee, WI | — | 506 | 3,199 | 80 | 508 | 3,277 | 3,785 | 1,139 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
4950 South 6th Avenue
|
Milwaukee, WI | — | 299 | 1,565 | 57 | 301 | 1,620 | 1,921 | 672 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
1711 Paramount Court
|
Waukesha, WI | 1,329 | 308 | 1,762 | 41 | 311 | 1,800 | 2,111 | 402 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
17005 W. Ryerson Road
|
New Berlin, WI | — | 403 | 3,647 | 16 | 405 | 3,661 | 4,066 | 1,077 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
W140 N9059 Lilly Road
|
Menomonee Falls, WI | — | 343 | 1,153 | 140 | 366 | 1,270 | 1,636 | 344 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
200 W. Vogel Avenue-Bldg B
|
Milwaukee, WI | — | 301 | 2,150 | — | 302 | 2,149 | 2,451 | 648 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
4921 S. 2nd Street
|
Milwaukee, WI | — | 101 | 713 | (221 | ) | 60 | 533 | 593 | 214 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
1500 Peebles Drive
|
Richland Center, WI | — | 1,577 | 1,018 | (387 | ) | 1,434 | 774 | 2,208 | 635 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
16600 West Glendale Ave
|
New Berlin, WI | — | 704 | 1,923 | 468 | 715 | 2,380 | 3,095 | 710 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
2905 S. 160th Street
|
New Berlin, WI | — | 261 | 672 | 312 | 265 | 980 | 1,245 | 258 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
2855 S. 160th Street
|
New Berlin, WI | — | 221 | 628 | 198 | 225 | 822 | 1,047 | 304 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
2485 Commerce Drive
|
New Berlin, WI | — | 483 | 1,516 | 235 | 491 | 1,743 | 2,234 | 387 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
14518 Whittaker Way
|
Menomonee Falls, WI | — | 437 | 1,082 | 125 | 445 | 1,199 | 1,644 | 358 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
Rust-Oleum BTS
|
Kenosha, WI | 14,362 | 4,100 | — | 23,783 | 3,212 | 24,671 | 27,883 | 1,338 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Menomonee Falls-Barry Land
|
Menomonee Falls, WI | 11,203 | 1,188 | — | 16,945 | 1,204 | 16,929 | 18,133 | 845 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Minneapolis/St. Paul
|
||||||||||||||||||||||||||||||||||||||||||
|
6201 West 111th Street
|
Bloomington, MN | 4,479 | 1,358 | 8,622 | 5,364 | 1,499 | 13,845 | 15,344 | 8,401 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
7251-7267
Washington Avenue
|
Edina, MN | — | 129 | 382 | 624 | 182 | 953 | 1,135 | 745 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
7301-7325
Washington Avenue
|
Edina, MN | — | 174 | 391 | (70 | ) | 193 | 302 | 495 | 75 | 1994 | (l | ) | |||||||||||||||||||||||||||||
|
7101 Winnetka Avenue North
|
Brooklyn Park, MN | 5,933 | 2,195 | 6,084 | 3,982 | 2,228 | 10,033 | 12,261 | 6,173 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
9901 West 74th Street
|
Eden Prairie, MN | 3,480 | 621 | 3,289 | 3,281 | 639 | 6,552 | 7,191 | 4,718 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1030 Lone Oak Road
|
Eagan, MN | 2,358 | 456 | 2,703 | 616 | 456 | 3,319 | 3,775 | 1,251 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
1060 Lone Oak Road
|
Eagan, MN | 3,083 | 624 | 3,700 | 610 | 624 | 4,310 | 4,934 | 1,844 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
5400 Nathan Lane
|
Plymouth, MN | 2,973 | 749 | 4,461 | 935 | 757 | 5,388 | 6,145 | 2,173 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
6655 Wedgewood Road
|
Maple Grove, MN | 7,035 | 1,466 | 8,342 | 3,216 | 1,466 | 11,558 | 13,024 | 4,214 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
10120 W 76th Street
|
Eden Prairie, MN | — | 315 | 1,804 | 1,439 | 315 | 3,243 | 3,558 | 1,042 | 1995 | (l | ) | ||||||||||||||||||||||||||||||
|
12155 Nicollet Ave.
|
Burnsville, MN | — | 286 | — | 1,731 | 288 | 1,729 | 2,017 | 658 | 1995 | (l | ) | ||||||||||||||||||||||||||||||
S-16
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
4100 Peavey Road
|
Chaska, MN | — | 277 | 2,261 | 798 | 277 | 3,059 | 3,336 | 1,061 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
5205 Highway 169
|
Plymouth, MN | — | 446 | 2,525 | 427 | 557 | 2,841 | 3,398 | 1,140 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
7100-7198
Shady Oak Road
|
Eden Prairie, MN | — | 715 | 4,054 | 1,910 | 736 | 5,943 | 6,679 | 1,816 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
7500-7546
Washington Square
|
Eden Prairie, MN | — | 229 | 1,300 | 782 | 235 | 2,076 | 2,311 | 653 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
7550-7558
Washington Square
|
Eden Prairie, MN | — | 153 | 867 | 275 | 157 | 1,138 | 1,295 | 367 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
5240-5300
Valley Industrial
Blvd S |
Shakopee, MN | — | 362 | 2,049 | 810 | 371 | 2,850 | 3,221 | 927 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
500-530
Kasota Avenue SE
|
Minneapolis, MN | — | 415 | 2,354 | 997 | 434 | 3,332 | 3,766 | 992 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
2530-2570
Kasota Avenue
|
St. Paul, MN | — | 407 | 2,308 | 737 | 435 | 3,017 | 3,452 | 953 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
5775 12th Avenue
|
Shakopee, MN | 4,009 | 590 | — | 5,827 | 590 | 5,827 | 6,417 | 1,708 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1157 Valley Park Drive
|
Shakopee, MN | 4,486 | 760 | — | 6,421 | 888 | 6,293 | 7,181 | 1,807 | 1999 | (l | ) | ||||||||||||||||||||||||||||||
|
9600 West 76th Street
|
Eden Prairie, MN | 2,610 | 1,000 | 2,450 | 48 | 1,034 | 2,464 | 3,498 | 542 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
9700 West 76th Street
|
Eden Prairie, MN | 3,160 | 1,000 | 2,709 | 529 | 1,038 | 3,200 | 4,238 | 647 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
7600 69th Avenue
|
Greenfield, MN | — | 1,500 | 8,328 | 1,808 | 1,510 | 10,126 | 11,636 | 2,407 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
5017 Boone Avenue North
|
New Hope, MN | — | 1,000 | 1,599 | (19 | ) | 1,009 | 1,571 | 2,580 | 480 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
2300 West Highway 13
|
Burnsville, MN | — | 2,517 | 6,069 | (3,429 | ) | 1,253 | 3,904 | 5,157 | 2,274 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
1087 Park Place
|
Shakopee, MN | — | 1,195 | 4,891 | (622 | ) | 1,198 | 4,266 | 5,464 | 635 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
5391 12th Avenue SE
|
Shakopee, MN | 5,084 | 1,392 | 8,149 | 201 | 1,395 | 8,347 | 9,742 | 1,729 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
4701 Valley Industrial Blvd S
|
Shakopee, MN | — | 1,296 | 7,157 | 569 | 1,299 | 7,723 | 9,022 | 2,016 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
316 Lake Hazeltine Drive
|
Chaska, MN | — | 714 | 944 | 57 | 729 | 986 | 1,715 | 362 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
6455 City West Parkway
|
Eden Prairie, MN | — | 659 | 3,189 | (304 | ) | 665 | 2,879 | 3,544 | 542 | 2006 | (l | ) | |||||||||||||||||||||||||||||
|
1225 Highway 169 North
|
Plymouth, MN | — | 1,190 | 1,979 | 391 | 1,207 | 2,353 | 3,560 | 711 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
7102 Winnetka Avene North
|
Brooklyn Park, MN | 4,534 | 1,275 | — | 6,850 | 1,343 | 6,782 | 8,125 | 931 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
139 Eva Street
|
St. Paul, MN | — | 2,132 | 3,105 | 90 | 2,175 | 3,152 | 5,327 | 352 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
21900 Dodd Boulevard
|
Lakeville, MN | — | 2,289 | 7,952 | (1 | ) | 2,289 | 7,952 | 10,241 | 223 | 2009 | (l | ) | |||||||||||||||||||||||||||||
|
Nashville
|
||||||||||||||||||||||||||||||||||||||||||
|
1621 Heil Quaker Boulevard
|
Nashville, TN | 2,455 | 413 | 2,383 | 1,775 | 430 | 4,141 | 4,571 | 1,860 | 1995 | (l | ) | ||||||||||||||||||||||||||||||
|
3099 Barry Drive
|
Portland, TN | — | 418 | 2,368 | (745 | ) | 240 | 1,801 | 2,041 | 870 | 1996 | (l | ) | |||||||||||||||||||||||||||||
|
3150 Barry Drive
|
Portland, TN | — | 941 | 5,333 | 5,955 | 981 | 11,248 | 12,229 | 2,391 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
5599 Highway 31 West
|
Portland, TN | — | 564 | 3,196 | (1,618 | ) | 180 | 1,962 | 2,142 | 1,183 | 1996 | (l | ) | |||||||||||||||||||||||||||||
|
1650 Elm Hill Pike
|
Nashville, TN | — | 329 | 1,867 | 180 | 300 | 2,076 | 2,376 | 739 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
1931 Air Lane Drive
|
Nashville, TN | — | 489 | 2,785 | 397 | 493 | 3,178 | 3,671 | 1,037 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
4640 Cummings Park
|
Nashville, TN | — | 360 | 2,040 | 632 | 365 | 2,667 | 3,032 | 678 | 1999 | (l | ) | ||||||||||||||||||||||||||||||
|
1740 River Hills Drive
|
Nashville, TN | 3,398 | 848 | 4,383 | 1,385 | 888 | 5,728 | 6,616 | 2,040 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
211 Ellery Court
|
Nashville, TN | 2,690 | 606 | 3,192 | 211 | 616 | 3,393 | 4,009 | 630 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
Rockdale BTS
|
Gallatin, TN | — | 1,778 | — | 24,267 | 1,778 | 24,267 | 26,045 | 1,287 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
S-17
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
Northern New Jersey
|
||||||||||||||||||||||||||||||||||||||||||
|
14 World’s Fair Drive
|
Franklin, NJ | — | 483 | 2,735 | 610 | 503 | 3,325 | 3,828 | 1,135 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
12 World’s Fair Drive
|
Franklin, NJ | — | 572 | 3,240 | 682 | 593 | 3,901 | 4,494 | 1,294 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
22 World’s Fair Drive
|
Franklin, NJ | — | 364 | 2,064 | 665 | 375 | 2,718 | 3,093 | 951 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
26 World’s Fair Drive
|
Franklin, NJ | — | 361 | 2,048 | 547 | 377 | 2,579 | 2,956 | 863 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
24 World’s Fair Drive
|
Franklin, NJ | — | 347 | 1,968 | 447 | 362 | 2,400 | 2,762 | 882 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
20 World’s Fair Drive Lot 13
|
Sumerset, NJ | — | 9 | — | 2,581 | 691 | 1,899 | 2,590 | 505 | 1999 | (l | ) | ||||||||||||||||||||||||||||||
|
45 Route 46
|
Pine Brook, NJ | — | 969 | 5,491 | 911 | 978 | 6,393 | 7,371 | 1,770 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
43 Route 46
|
Pine Brook, NJ | — | 474 | 2,686 | 435 | 479 | 3,116 | 3,595 | 741 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
39 Route 46
|
Pine Brook, NJ | — | 260 | 1,471 | 191 | 262 | 1,660 | 1,922 | 433 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
26 Chapin Road
|
Pine Brook, NJ | 4,950 | 956 | 5,415 | 802 | 965 | 6,208 | 7,173 | 1,619 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
30 Chapin Road
|
Pine Brook, NJ | 4,833 | 960 | 5,440 | 603 | 969 | 6,034 | 7,003 | 1,629 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
20 Hook Mountain Road
|
Pine Brook, NJ | — | 1,507 | 8,542 | 2,920 | 1,534 | 11,435 | 12,969 | 3,037 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
30 Hook Mountain Road
|
Pine Brook, NJ | — | 389 | 2,206 | 423 | 396 | 2,622 | 3,018 | 681 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
55 Route 46
|
Pine Brook, NJ | — | 396 | 2,244 | (478 | ) | 300 | 1,862 | 2,162 | 560 | 2000 | (l | ) | |||||||||||||||||||||||||||||
|
16 Chapin Rod
|
Pine Brook, NJ | 3,708 | 885 | 5,015 | 440 | 901 | 5,439 | 6,340 | 1,313 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
20 Chapin Road
|
Pine Brook, NJ | 4,810 | 1,134 | 6,426 | 664 | 1,154 | 7,070 | 8,224 | 1,815 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
Sayreville Lot 4
|
Sayreville, NJ | 3,573 | 944 | — | 4,592 | 944 | 4,592 | 5,536 | 976 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
Sayreville Lot 3
|
Sayreville, NJ | — | 996 | — | 5,380 | 996 | 5,380 | 6,376 | 866 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
309-319
Pierce Street
|
Somerset, NJ | 3,917 | 1,300 | 4,628 | 1,069 | 1,309 | 5,688 | 6,997 | 1,417 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
Philadelphia
|
||||||||||||||||||||||||||||||||||||||||||
|
230-240
Welsh Pool Road
|
Exton, PA | — | 154 | 851 | 306 | 170 | 1,141 | 1,311 | 315 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
264 Welsh Pool Road
|
Exton, PA | — | 147 | 811 | 306 | 162 | 1,102 | 1,264 | 348 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
254 Welsh Pool Road
|
Exton, PA | — | 152 | 842 | 414 | 184 | 1,224 | 1,408 | 354 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
251 Welsh Pool Road
|
Exton, PA | — | 144 | 796 | 467 | 159 | 1,248 | 1,407 | 366 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
151-161
Philips Road
|
Exton, PA | — | 191 | 1,059 | 298 | 229 | 1,319 | 1,548 | 411 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
216 Philips Road
|
Exton, PA | — | 199 | 1,100 | 412 | 220 | 1,491 | 1,711 | 408 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
14 McFadden Road
|
Palmer, PA | 1,650 | 600 | 1,349 | 56 | 625 | 1,380 | 2,005 | 501 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
2801 Red Lion Road
|
Philadelphia, PA | — | 950 | 5,916 | (669 | ) | 964 | 5,233 | 6,197 | 1,282 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
3240 S. 78th Street
|
Philadelphia, PA | — | 515 | 1,245 | (312 | ) | 403 | 1,045 | 1,448 | 311 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
200 Cascade Drive, Bldg. 1
|
Allen Town, PA | — | 2,133 | 17,562 | 928 | 2,769 | 17,854 | 20,623 | 3,292 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
200 Cascade Drive, Bldg. 2
|
Allen Town, PA | — | 310 | 2,268 | 233 | 316 | 2,495 | 2,811 | 385 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
6300 Bristol Pike
|
Levittown, PA | — | 1,074 | 2,642 | (250 | ) | 919 | 2,547 | 3,466 | 839 | 2008 | (l | ) | |||||||||||||||||||||||||||||
|
2455 Boulevard of Generals
|
Norristown, PA | 3,579 | 1,200 | 4,800 | 1,088 | 1,226 | 5,862 | 7,088 | 888 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Phoenix
|
||||||||||||||||||||||||||||||||||||||||||
|
1045 South Edward Drive
|
Tempe, AZ | — | 390 | 2,160 | 164 | 396 | 2,318 | 2,714 | 653 | 1999 | (l | ) | ||||||||||||||||||||||||||||||
S-18
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
50 South 56th Street
|
Chandler, AZ | — | 1,206 | 3,218 | 352 | 1,252 | 3,524 | 4,776 | 712 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
4701 W. Jefferson
|
Phoenix, AZ | 2,675 | 926 | 2,195 | 443 | 929 | 2,635 | 3,564 | 832 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
7102 W. Roosevelt
|
Phoenix, AZ | — | 1,613 | 6,451 | 1,107 | 1,620 | 7,551 | 9,171 | 1,644 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
4137 West Adams Street
|
Phoenix, AZ | — | 990 | 2,661 | 150 | 1,033 | 2,768 | 3,801 | 503 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
245 W. Lodge
|
Tempe, AZ | — | 898 | 3,066 | (2,164 | ) | 349 | 1,451 | 1,800 | 366 | 2007 | (l | ) | |||||||||||||||||||||||||||||
|
1590 E Riverview Dr.
|
Phoenix, AZ | — | 1,293 | 5,950 | 69 | 1,292 | 6,020 | 7,312 | 588 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
14131 N. Rio Vista Dr.
|
Peoria, AZ | — | 2,563 | 9,388 | 1,652 | 2,563 | 11,040 | 13,603 | 1,221 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
8716 W. Ludlow Drive
|
Peoria, AZ | — | 2,709 | 10,970 | 1,008 | 2,709 | 11,978 | 14,687 | 1,024 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
3815 W. Washington St.
|
Phoenix, AZ | 4,090 | 1,675 | 4,514 | 146 | 1,719 | 4,616 | 6,335 | 377 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
690 91st Avenue
|
Tolleson, AZ | 7,548 | 1,904 | 6,805 | 2,617 | 1,923 | 9,403 | 11,326 | 1,016 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Salt Lake City
|
||||||||||||||||||||||||||||||||||||||||||
|
512 Lawndale Drive(i)
|
Salt Lake City, UT | — | 2,705 | 15,749 | 2,750 | 2,705 | 18,499 | 21,204 | 6,146 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
1270 West 2320 South
|
West Valley, UT | — | 138 | 784 | 155 | 143 | 934 | 1,077 | 336 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1275 West 2240 South
|
West Valley, UT | — | 395 | 2,241 | 333 | 408 | 2,561 | 2,969 | 792 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1288 West 2240 South
|
West Valley, UT | — | 119 | 672 | 125 | 123 | 793 | 916 | 257 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
2235 South 1300 West
|
West Valley, UT | — | 198 | 1,120 | 278 | 204 | 1,392 | 1,596 | 566 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1293 West 2200 South
|
West Valley, UT | — | 158 | 896 | 94 | 163 | 985 | 1,148 | 309 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1279 West 2200 South
|
West Valley, UT | — | 198 | 1,120 | 310 | 204 | 1,424 | 1,628 | 429 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1272 West 2240 South
|
West Valley, UT | — | 336 | 1,905 | 301 | 347 | 2,195 | 2,542 | 667 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1149 West 2240 South
|
West Valley, UT | — | 217 | 1,232 | 118 | 225 | 1,342 | 1,567 | 445 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1142 West 2320 South
|
West Valley, UT | — | 217 | 1,232 | 73 | 225 | 1,297 | 1,522 | 416 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
1152 West 2240 South
|
West Valley, UT | — | 2,067 | — | 2,551 | 1,083 | 3,535 | 4,618 | 985 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
2323 South 900 W
|
Salt Lake City, UT | — | 886 | 2,995 | 128 | 898 | 3,111 | 4,009 | 994 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
1815-1957
South 4650 West
|
Salt Lake City, UT | 7,255 | 1,707 | 10,873 | 116 | 1,713 | 10,983 | 12,696 | 1,649 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
2100 Alexander Street
|
West Valley, UT | 1,187 | 376 | 1,670 | (21 | ) | 376 | 1,649 | 2,025 | 208 | 2007 | (l | ) | |||||||||||||||||||||||||||||
|
2064 Alexander Street
|
West Valley, UT | 2,118 | 864 | 2,771 | 112 | 869 | 2,878 | 3,747 | 437 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
San Diego
|
||||||||||||||||||||||||||||||||||||||||||
|
16275 Technology Drive
|
San Diego, CA | — | 2,848 | 8,641 | (198 | ) | 2,859 | 8,432 | 11,291 | 1,361 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
6305 El Camino Real
|
Carlsbad, CA | — | 1,590 | 6,360 | 7,563 | 1,590 | 13,923 | 15,513 | 1,629 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
2325 Camino Vida Roble
|
Carlsbad, CA | 2,192 | 1,441 | 1,239 | 670 | 1,446 | 1,904 | 3,350 | 329 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
2335 Camino Vida Roble
|
Carlsbad, CA | 1,139 | 817 | 762 | 126 | 821 | 884 | 1,705 | 184 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
2345 Camino Vida Roble
|
Carlsbad, CA | 806 | 562 | 456 | 86 | 565 | 539 | 1,104 | 121 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
2355 Camino Vida Roble
|
Carlsbad, CA | 588 | 481 | 365 | 52 | 483 | 415 | 898 | 98 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
2365 Camino Vida Roble
|
Carlsbad, CA | 1,239 | 1,098 | 630 | (6 | ) | 1,102 | 620 | 1,722 | 155 | 2006 | (l | ) | |||||||||||||||||||||||||||||
|
2375 Camino Vida Roble
|
Carlsbad, CA | 1,538 | 1,210 | 874 | 173 | 1,214 | 1,043 | 2,257 | 274 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
6451 El Camino Real
|
Carlsbad, CA | — | 2,885 | 1,931 | 461 | 2,895 | 2,382 | 5,277 | 485 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
S-19
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
8572 Spectrum Lane
|
San Diego, CA | 2,252 | 806 | 3,225 | 429 | 807 | 3,653 | 4,460 | 441 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
13100 Gregg Street
|
Poway, CA | — | 1,040 | 4,160 | 474 | 1,073 | 4,601 | 5,674 | 740 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
Seattle
|
||||||||||||||||||||||||||||||||||||||||||
|
1901 Raymond Ave SW
|
Renton, WA | 2,046 | 4,458 | 2,659 | 197 | 4,594 | 2,720 | 7,314 | 357 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
19014 64th Avenue South
|
Kent, WA | 3,160 | 1,990 | 3,979 | 244 | 2,042 | 4,172 | 6,214 | 497 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
18640 68th Ave. South
|
Kent, WA | 816 | 1,218 | 1,950 | 118 | 1,258 | 2,028 | 3,286 | 277 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Puget Sound Terminal 7
|
Seattle, WA | — | 9,139 | 5,881 | 476 | 9,340 | 6,155 | 15,495 | 139 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Southern New Jersey
|
||||||||||||||||||||||||||||||||||||||||||
|
8 Springdale Road
|
Cherry Hill, NJ | — | 258 | 1,436 | 782 | 258 | 2,218 | 2,476 | 669 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
111 Whittendale Drive
|
Morrestown, NJ | 1,769 | 522 | 2,916 | 65 | 522 | 2,981 | 3,503 | 815 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
7851 Airport Highway
|
Pennsauken, NJ | — | 160 | 508 | 295 | 151 | 812 | 963 | 194 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
103 Central
|
Mt. Laurel, NJ | — | 610 | 1,847 | 539 | 619 | 2,377 | 2,996 | 153 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
999 Grand Avenue
|
Hammonton, NJ | 5,120 | 969 | 8,793 | (3,776 | ) | 401 | 5,585 | 5,986 | 2,632 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
7890 Airport Hwy/7015 Central
|
Pennsauken, NJ | 1,318 | 300 | 989 | 511 | 425 | 1,375 | 1,800 | 510 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
600 Creek Road
|
Delanco, NJ | — | 2,125 | 6,504 | (2,098 | ) | 1,475 | 5,056 | 6,531 | 1,660 | 2007 | (l | ) | |||||||||||||||||||||||||||||
|
1070 Thomas Busch Mem Hwy
|
Pennsauken, NJ | 2,872 | 1,054 | 2,278 | 328 | 1,084 | 2,576 | 3,660 | 623 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
1601 Schlumberger Drive
|
Moorestown, NJ | — | 560 | 2,240 | (418 | ) | 372 | 2,010 | 2,382 | 452 | 2007 | (l | ) | |||||||||||||||||||||||||||||
|
St. Louis
|
||||||||||||||||||||||||||||||||||||||||||
|
8921-8971
Fost Avenue
|
Hazelwood, MO | — | 431 | 2,479 | 521 | 431 | 3,000 | 3,431 | 1,138 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
9043-9083
Frost Avenue
|
Hazelwood, MO | — | 319 | 1,838 | 2,221 | 319 | 4,059 | 4,378 | 1,074 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
10431-10449
Midwest Industrial Blvd
|
Olivette, MO | — | 237 | 1,360 | 371 | 237 | 1,731 | 1,968 | 665 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
10751 Midwest Industrial Boulevard
|
Olivette, MO | — | 193 | 1,119 | 347 | 194 | 1,465 | 1,659 | 581 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
6951 N Hanley(d)
|
Hazelwood, MO | — | 405 | 2,295 | 1,635 | 419 | 3,916 | 4,335 | 1,269 | 1996 | (l | ) | ||||||||||||||||||||||||||||||
|
1067 Warson-Bldg A
|
St. Louis, MO | — | 246 | 1,359 | 619 | 251 | 1,973 | 2,224 | 450 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
1067 Warson-Bldg B
|
St. Louis, MO | — | 380 | 2,103 | 2,001 | 388 | 4,096 | 4,484 | 996 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
1067 Warson-Bldg C
|
St. Louis, MO | — | 303 | 1,680 | 1,458 | 310 | 3,131 | 3,441 | 741 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
1067 Warson-Bldg D
|
St. Louis, MO | — | 353 | 1,952 | 990 | 360 | 2,935 | 3,295 | 760 | 2002 | (l | ) | ||||||||||||||||||||||||||||||
|
6821-6857
Hazelwood Avenue
|
Berkeley, MO | 4,912 | 985 | 6,205 | 854 | 985 | 7,059 | 8,044 | 1,725 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
13701 Rider Trail North
|
Earth City, MO | — | 800 | 2,099 | 498 | 804 | 2,593 | 3,397 | 598 | 2003 | (l | ) | ||||||||||||||||||||||||||||||
|
1908-2000
Innerbelt(d)
|
Overland, MO | 7,884 | 1,590 | 9,026 | 633 | 1,591 | 9,658 | 11,249 | 2,577 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
9060 Latty Avenue
|
Berkeley, MO | — | 687 | 1,947 | (235 | ) | 694 | 1,705 | 2,399 | 873 | 2006 | (l | ) | |||||||||||||||||||||||||||||
|
21-25
Gateway Commerce Center
|
Edwardsville, IL | 23,773 | 1,874 | 31,958 | 191 | 1,928 | 32,095 | 34,023 | 3,967 | 2006 | (l | ) | ||||||||||||||||||||||||||||||
|
6647 Romiss Court
|
St. Louis, MO | — | 230 | 681 | 72 | 241 | 742 | 983 | 145 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
S-20
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
Tampa
|
||||||||||||||||||||||||||||||||||||||||||
|
5313 Johns Road
|
Tampa, FL | — | 204 | 1,159 | 241 | 257 | 1,347 | 1,604 | 480 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5525 Johns Road
|
Tampa, FL | — | 192 | 1,086 | 386 | 200 | 1,464 | 1,664 | 553 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5709 Johns Road
|
Tampa, FL | — | 192 | 1,086 | 312 | 200 | 1,390 | 1,590 | 423 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5711 Johns Road
|
Tampa, FL | — | 243 | 1,376 | 191 | 255 | 1,555 | 1,810 | 522 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5453 W Waters Avenue
|
Tampa, FL | — | 71 | 402 | 133 | 82 | 524 | 606 | 165 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5455 W Waters Avenue
|
Tampa, FL | — | 307 | 1,742 | 405 | 326 | 2,128 | 2,454 | 718 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5553 W Waters Avenue
|
Tampa, FL | — | 307 | 1,742 | 417 | 326 | 2,140 | 2,466 | 717 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5501 W Waters Avenue
|
Tampa, FL | — | 215 | 871 | 447 | 242 | 1,291 | 1,533 | 463 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5503 W Waters Avenue
|
Tampa, FL | — | 98 | 402 | 287 | 110 | 677 | 787 | 192 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5555 W Waters Avenue
|
Tampa, FL | — | 213 | 1,206 | 236 | 221 | 1,434 | 1,655 | 480 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5557 W Waters Avenue
|
Tampa, FL | — | 59 | 335 | 44 | 62 | 376 | 438 | 120 | 1997 | (l | ) | ||||||||||||||||||||||||||||||
|
5463 W Waters Avenue
|
Tampa, FL | — | 497 | 2,751 | 662 | 560 | 3,350 | 3,910 | 1,054 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
5461 W Waters
|
Tampa, FL | — | 261 | — | 1,442 | 265 | 1,438 | 1,703 | 506 | 1998 | (l | ) | ||||||||||||||||||||||||||||||
|
5481 W. Waters Avenue
|
Tampa, FL | — | 558 | — | 2,496 | 561 | 2,493 | 3,054 | 696 | 1999 | (l | ) | ||||||||||||||||||||||||||||||
|
4515-4519
George Road
|
Tampa, FL | 2,491 | 633 | 3,587 | 712 | 640 | 4,292 | 4,932 | 1,005 | 2001 | (l | ) | ||||||||||||||||||||||||||||||
|
6089 Johns Road
|
Tampa, FL | 883 | 180 | 987 | 73 | 186 | 1,054 | 1,240 | 249 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
6091 Johns Road
|
Tampa, FL | 696 | 140 | 730 | 120 | 144 | 846 | 990 | 221 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
6103 Johns Road
|
Tampa, FL | 1,112 | 220 | 1,160 | 140 | 226 | 1,294 | 1,520 | 313 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
6201 Johns Road
|
Tampa, FL | 1,055 | 200 | 1,107 | 195 | 205 | 1,297 | 1,502 | 356 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
6203 Johns Road
|
Tampa, FL | 1,297 | 300 | 1,460 | 119 | 311 | 1,568 | 1,879 | 488 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
6205 Johns Road
|
Tampa, FL | 1,272 | 270 | 1,363 | 95 | 278 | 1,450 | 1,728 | 265 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
6101 Johns Road
|
Tampa, FL | 902 | 210 | 833 | 127 | 216 | 954 | 1,170 | 294 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
4908 Tampa West Blvd
|
Tampa, FL | — | 2,622 | 8,643 | (337 | ) | 2,635 | 8,293 | 10,928 | 1,917 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
7201-7245
Bryan Dairy Road(d)
|
Largo, FL | — | 1,895 | 5,408 | (1,126 | ) | 1,365 | 4,812 | 6,177 | 1,212 | 2006 | (l | ) | |||||||||||||||||||||||||||||
|
11701 Belcher Road South
|
Largo, FL | — | 1,657 | 2,768 | (1,701 | ) | 752 | 1,972 | 2,724 | 683 | 2006 | (l | ) | |||||||||||||||||||||||||||||
|
4900-4914
Creekside Drive(h)
|
Clearwater, FL | — | 3,702 | 7,338 | (3,469 | ) | 2,121 | 5,450 | 7,571 | 1,538 | 2006 | (l | ) | |||||||||||||||||||||||||||||
|
12345 Starkey Road
|
Largo, FL | — | 898 | 2,078 | (584 | ) | 570 | 1,822 | 2,392 | 475 | 2006 | (l | ) | |||||||||||||||||||||||||||||
|
Toronto
|
||||||||||||||||||||||||||||||||||||||||||
|
135 Dundas Street
|
Cambridge, ON | — | 3,128 | 4,958 | (700 | ) | 3,179 | 4,207 | 7,386 | 1,705 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
678 Erie Street
|
Stratford, ON | — | 786 | 557 | (236 | ) | 829 | 278 | 1,107 | 209 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
114 Packham Rd
|
Stratford, ON | — | 1,000 | 3,526 | 55 | 1,012 | 3,569 | 4,581 | 1,094 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
Other
|
||||||||||||||||||||||||||||||||||||||||||
|
3501 Maple Street
|
Abilene, TX | — | 67 | 1,057 | 482 | 44 | 1,562 | 1,606 | 1,338 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
4200 West Harry Street(e)
|
Wichita, KS | — | 193 | 2,224 | 1,777 | 532 | 3,662 | 4,194 | 2,509 | 1994 | (l | ) | ||||||||||||||||||||||||||||||
|
5050 Kendrick Court
|
Grand Rapids, MI | — | 1,721 | 11,433 | (2,675 | ) | 694 | 9,785 | 10,479 | 7,173 | 1994 | (l | ) | |||||||||||||||||||||||||||||
S-21
Table of Contents
|
(c)
|
||||||||||||||||||||||||||||||||||||||||||
|
Costs
|
||||||||||||||||||||||||||||||||||||||||||
|
Capitalized
|
||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||
|
Acquisition or
|
At Close of Period 12/31/10 | |||||||||||||||||||||||||||||||||||||||||
|
(b)
|
Completion
|
Accumulated
|
Year
|
Depreciable
|
||||||||||||||||||||||||||||||||||||||
|
Location
|
(a)
|
Initial Cost |
and Valuation
|
Building and
|
Depreciation
|
Acquired/
|
Lives
|
|||||||||||||||||||||||||||||||||||
|
Building Address
|
(City/State)
|
Encumbrances | Land | Buildings | Provision | Land | Improvements | Total | 12/31/2010 | Constructed | (Years) | |||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||
|
5015 52nd Street SE
|
Grand Rapids, MI | — | 234 | 1,321 | (205 | ) | 173 | 1,177 | 1,350 | 577 | 1994 | (l | ) | |||||||||||||||||||||||||||||
|
2250 Delaware Ave
|
Des Moines, IA | — | 277 | 1,609 | (114 | ) | 167 | 1,605 | 1,772 | 651 | 1998 | (l | ) | |||||||||||||||||||||||||||||
|
9601A Dessau Road
|
Austin, TX | 1,145 | 255 | — | 1,782 | 366 | 1,671 | 2,037 | 463 | 1999 | (l | ) | ||||||||||||||||||||||||||||||
|
9601C Dessau Road
|
Austin, TX | 1,367 | 248 | — | 2,185 | 355 | 2,078 | 2,433 | 944 | 1999 | (l | ) | ||||||||||||||||||||||||||||||
|
9601B Dessau Road
|
Austin, TX | 1,180 | 248 | — | 1,852 | 355 | 1,745 | 2,100 | 524 | 2000 | (l | ) | ||||||||||||||||||||||||||||||
|
6266 Hurt Road
|
Horn Lake, MS | — | 427 | — | 3,234 | 364 | 3,297 | 3,661 | 430 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
6266 Hurt Road Building B
|
Horn Lake, MS | — | — | — | 866 | 97 | 769 | 866 | 218 | 2004 | (l | ) | ||||||||||||||||||||||||||||||
|
6301 Hazeltine National Drive
|
Orlando, FL | 4,027 | 909 | 4,613 | 307 | 920 | 4,909 | 5,829 | 1,150 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
12626 Silicon Drive
|
San Antonio, TX | 3,187 | 768 | 3,448 | 158 | 779 | 3,595 | 4,374 | 884 | 2005 | (l | ) | ||||||||||||||||||||||||||||||
|
3100 Pinson Valley Parkway
|
Birmingham, AL | — | 303 | 742 | (215 | ) | 225 | 605 | 830 | 193 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
1021 W. First Street, Hwy 93
|
Sumner, IA | — | 99 | 2,540 | (940 | ) | 54 | 1,645 | 1,699 | 643 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
1245 N. Hearne Avenue
|
Shreveport, LA | — | 99 | 1,263 | (166 | ) | 82 | 1,114 | 1,196 | 391 | 2005 | (l | ) | |||||||||||||||||||||||||||||
|
10330 I Street
|
Omaha, NE | — | 1,808 | 8,340 | (1,644 | ) | 1,569 | 6,935 | 8,504 | 2,147 | 2006 | (l | ) | |||||||||||||||||||||||||||||
|
3200 Pond Station
|
Jefferson County, KY | — | 2,074 | — | 9,681 | 2,120 | 9,635 | 11,755 | 895 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
Ozburn Hessey Logistics
|
Winchester, VA | 8,162 | 2,320 | — | 10,855 | 2,401 | 10,774 | 13,175 | 958 | 2007 | (l | ) | ||||||||||||||||||||||||||||||
|
Pure Fishing BTS
|
Kansas City, MO | — | 4,152 | — | 13,605 | 4,228 | 13,529 | 17,757 | 749 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
600 Greene Drive
|
Greenville, KY | — | 294 | 8,570 | 3 | 296 | 8,571 | 8,867 | 2,071 | 2008 | (l | ) | ||||||||||||||||||||||||||||||
|
Redevelopments/Developements/Developable Land
|
||||||||||||||||||||||||||||||||||||||||||
|
Redevelopments/Developments/ Developable Land(j)
|
— | 161,040 | 1,048 | (22,255 | )(m) | 128,642 | 11,192 | 139,834 | 695 | |||||||||||||||||||||||||||||||||
|
Total
|
$ | 486,399 | $ | 736,251 | $ | 1,856,424 | $ | 537,913 | $ | 674,393 | (k) | $ | 2,456,196 | (k) | $ | 3,130,589 | $ | 663,310 | (k) | |||||||||||||||||||||||
S-22
Table of Contents
NOTES:
| (a) | See description of encumbrances in Note 6 to Notes to Consolidated Financial Statements. |
| (b) | Initial cost for each respective property is tangible purchase price allocated in accordance with FASB’s guidance on business combinations. | |
| (c) | Improvements are net of write-off of fully depreciated assets. | |
| (d) | Comprised of two properties. | |
| (e) | Comprised of three properties. | |
| (f) | Comprised of four properties. | |
| (g) | Comprised of five properties. | |
| (h) | Comprised of eight properties. | |
| (i) | Comprised of 28 properties. | |
| (j) | These properties represent developable land and redevelopments that have not been placed in service. | |
| (k) |
|
Gross Amount
|
||||||||||||
|
Amounts
|
Carried At
|
|||||||||||
|
Included
|
Amounts Within
|
Close of Period
|
||||||||||
|
in Real Estate
|
Net Investment
|
December 31,
|
||||||||||
| Held for Sale | in Real Estate* | 2010* | ||||||||||
|
Land
|
$ | 119,564 | $ | 554,829 | $ | 674,393 | ||||||
|
Buildings & Improvements
|
394,930 | 2,061,266 | 2,456,196 | |||||||||
|
Accumulated Depreciation
|
(153,676 | ) | (509,634 | ) | (663,310 | ) | ||||||
|
Subtotal
|
360,818 | 2,106,461 | 2,467,279 | |||||||||
|
Construction in Progress
|
7,388 | 2,672 | 10,060 | |||||||||
|
Net Investment in Real Estate
|
368,206 | 2,109,133 | 2,477,339 | |||||||||
|
Leasing Commissions, Net, Deferred Leasing Intangibles, Net and
Deferred Rent Receivable, Net
|
24,085 | |||||||||||
|
Total at December 31, 2010
|
$ | 392,291 | ||||||||||
| * | Amounts exclude $39,718 of above market and other deferred leasing intangibles, net. |
| (l) | Depreciation is computed based upon the following estimated lives: |
|
Buildings and Improvements
|
8 to 50 years | |
|
Tenant Improvements, Leasehold Improvements
|
Life of lease |
| (m) | Includes foreign currency translation adjustments. |
At December 31, 2010, the aggregate cost of land and
buildings and equipment for federal income tax purpose was
approximately $3.1 billion (excluding construction in
progress.)
S-23
Table of Contents
The changes in total real estate assets, including real estate
held for sale, for the three years ended December 31, 2010
are as follows:
| 2010 | 2009 | 2008 | ||||||||||
| (Dollars in thousands) | ||||||||||||
|
Balance, Beginning of Year
|
$ | 3,351,626 | $ | 3,406,729 | $ | 3,365,500 | ||||||
|
Acquisition of Real Estate Assets
|
17,595 | 208 | 319,431 | |||||||||
|
Construction Costs and Improvements
|
49,881 | 54,650 | 186,997 | |||||||||
|
Disposition of Real Estate Assets
|
(50,929 | ) | (73,015 | ) | (429,106 | ) | ||||||
|
Impairment of Real Estate
|
(194,552 | ) | (6,934 | ) | — | |||||||
|
Write-off of Fully Depreciated Assets
|
(32,972 | ) | (30,012 | ) | (36,093 | ) | ||||||
|
Balance, End of Year
|
$ | 3,140,649 | $ | 3,351,626 | $ | 3,406,729 | ||||||
The changes in accumulated depreciation, including accumulated
depreciation for real estate held for sale, for the three years
ended December 31, 2010 are as follows:
| 2010 | 2009 | 2008 | ||||||||||
|
Balance, Beginning of Year
|
$ | 597,461 | $ | 524,865 | $ | 512,781 | ||||||
|
Depreciation for Year
|
104,175 | 112,241 | 114,795 | |||||||||
|
Disposition of Assets
|
(5,354 | ) | (9,633 | ) | (66,618 | ) | ||||||
|
Write-off of Fully Depreciated Assets
|
(32,972 | ) | (30,012 | ) | (36,093 | ) | ||||||
|
Balance, End of Year
|
$ | 663,310 | $ | 597,461 | $ | 524,865 | ||||||
S-24
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15
(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST INDUSTRIAL REALTY TRUST, INC.
| By: |
/s/ Bruce
W. Duncan
|
Bruce W. Duncan
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: February 23, 2011
| By: |
/s/ Scott
A. Musil
|
Scott A. Musil
Chief Financial and Accounting Officer
(Principal Financial and Accounting Officer)
Date: February 23, 2011
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.
|
Signature
|
Title
|
Date
|
||||
|
/s/ W.
Edwin Tyler
|
Chairman of the Board of Directors | February 23, 2011 | ||||
|
/s/ Bruce
W. Duncan
|
President, Chief Executive Officer and Director | February 23, 2011 | ||||
|
/s/ Michael
G. Damone
|
Director of Strategic Planning and Director | February 23, 2011 | ||||
|
/s/ Matthew
Dominski
|
Director | February 23, 2011 | ||||
|
/s/ H.
Patrick Hackett, Jr.
|
Director | February 23, 2011 | ||||
|
/s/ Kevin
W. Lynch
|
Director | February 23, 2011 | ||||
|
/s/ John
E. Rau
|
Director | February 23, 2011 | ||||
|
/s/ L.
Peter Sharpe
|
Director | February 23, 2011 | ||||
|
/s/ Robert
J. Slater
|
Director | February 23, 2011 | ||||
S-25
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Sec CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. ReservedPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10, 11, 12, 13 and 14Part IVItem 15. Exhibits and Financial Statement Schedules