UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
Form 10-K
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| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31, 2022
or
| 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)
| First Industrial Realty Trust, Inc. | ||||||||||||||
| First Industrial, L.P. | ||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
(Address of principal executive offices, zip code)
(312 ) 344-4300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act:
None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
First Industrial Realty Trust, Inc. | ☑ | No | ☐ | ||||||||||||||
| First Industrial, L.P. | ☑ | No | ☐ | ||||||||||||||
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.
First Industrial Realty Trust, Inc. | Yes | o | þ | ||||||||||||||
| First Industrial, L.P. | Yes | o | 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.
First Industrial Realty Trust, Inc. | þ | No | o | ||||||||||||||
| First Industrial, L.P. | þ | No | o | ||||||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
First Industrial Realty Trust, Inc. | þ | No | o | ||||||||||||||
| First Industrial, L.P. | þ | No | o | ||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
First Industrial Realty Trust, Inc.: | |||||||||||||||||||||||
| þ | Accelerated filer | o | |||||||||||||||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||||||||||||||
| (Do not check if a smaller reporting company) | Emerging growth company | ||||||||||||||||||||||
First Industrial, L.P.: | |||||||||||||||||||||||
| Large accelerated filer | o | þ | |||||||||||||||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||||||||||||||
| (Do not check if a smaller reporting company) | Emerging growth company | ||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
First Industrial Realty Trust, Inc. | o | ||||
| First Industrial, L.P. | o | ||||
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
First Industrial Realty Trust, Inc. | |||||
| First Industrial, L.P. | |||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
First Industrial Realty Trust, Inc. | Yes | No | þ | ||||||||||||||
| First Industrial, L.P. | Yes | No | þ | ||||||||||||||
The aggregate market value of the voting and non-voting stock held by non-affiliates of First Industrial Realty Trust, Inc. was approximately $6,244.2 million based on the closing price on the New York Stock Exchange for such stock on June 30, 2022.
At February 15, 2023, 132,211,367 shares of First Industrial Realty Trust, Inc.'s Common Stock, $0.01 par value, were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
EXPLANATORY NOTE
This report combines the Annual Reports on Form 10-K for the period ended December 31, 2022 of First Industrial Realty Trust, Inc., a Maryland corporation (the "Company"), and First Industrial, L.P., a Delaware limited partnership (the "Operating Partnership"). Unless stated otherwise or the context otherwise requires, the terms "we," "our" and "us" refer to the Company and its subsidiaries, including the Operating Partnership and its consolidated subsidiaries.
The Company is a real estate investment trust and the general partner of the Operating Partnership. At December 31, 2022, the Company owned an approximate 97.7% common general partnership interest in the Operating Partnership. The remaining approximate 2.3% common limited partnership interests in the Operating Partnership are owned by limited partners. The limited partners of the Operating Partnership are persons or entities who contributed their direct or indirect interests in properties to the Operating Partnership in exchange for limited partnership interests in the Operating Partnership and recipients of RLP Units (as defined in Note 6 to the Consolidated Financial Statements) of the Operating Partnership pursuant to the Company's Stock Incentive Plan (as defined in Note 11 to the Consolidated Financial Statements). As the sole general partner of the Operating Partnership, the Company exercises exclusive and complete discretion over the Operating Partnership's day-to-day management and control and can cause it to enter into certain major transactions, including acquisitions, dispositions and refinancings. The management of the Company consists of the same members as the management of the Operating Partnership.
The Company and the Operating Partnership are managed and operated as one enterprise. The financial results of the Operating Partnership are consolidated into the financial statements of the Company. The Company has no significant assets other than its investment in the Operating Partnership. Substantially all of the Company's assets are held by, and its operations are conducted through, the Operating Partnership and its subsidiaries. Therefore, the assets and liabilities of the Company and the Operating Partnership are substantially the same.
We believe it is important to understand the differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated, consolidated company. The main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership are:
•Equity, Noncontrolling Interest and Partners' Capital. The 2.3% equity interest in the Operating Partnership held by entities or persons other than the Company are classified within partners' capital in the Operating Partnership's financial statements and as a noncontrolling interest in the Company's financial statements.
•Relationship to Other Real Estate Partnerships. The Company's operations are conducted primarily through the Operating Partnership and its subsidiaries, although operations are also conducted through several other limited partnerships, which are referred to as the "Other Real Estate Partnerships." The Operating Partnership is a limited partner, holding at least a 99% interest, and the Company is a general partner, holding at least a .01% general partnership interest through several separate wholly-owned corporations, in each of the Other Real Estate Partnerships. The Other Real Estate Partnerships are variable interest entities that both the Company and the Operating Partnership consolidate. The Company's direct general partnership interest in the Other Real Estate Partnerships is reflected as noncontrolling interest within the Operating Partnership's financial statements.
•Relationship to Service Subsidiary. The Company has a direct wholly-owned subsidiary that does not own any real estate but provides services to various other entities owned by the Company. Since the Operating Partnership does not have an ownership interest in this entity, its operations are reflected in the consolidated results of the Company but not the Operating Partnership. Also, this entity owes certain amounts to the Operating Partnership, for which a receivable is included on the Operating Partnership's balance sheet but is eliminated on the Company's consolidated balance sheet, since both this entity and the Operating Partnership are fully consolidated by the Company.
We believe combining the Company's and Operating Partnership's annual reports into this single report results in the following benefits:
•enhances investors' understanding of the Company and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management views and operates the business;
•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports; and
•eliminates duplicative disclosures and provides a more streamlined and readable presentation for our investors to review since a substantial portion of the Company's disclosure applies to both the Company and the Operating Partnership.
To help investors understand the differences between the Company and the Operating Partnership, this report provides the following separate disclosures for each of the Company and the Operating Partnership:
•consolidated financial statements;
•a single set of consolidated notes to such financial statements that includes separate discussions of each entity's equity or partners' capital, as applicable; and
•a combined Management's Discussion and Analysis of Financial Condition and Results of Operations section that includes distinct information related to each entity.
This report also includes separate Part II, Item 9A, Controls and Procedures sections and separate Exhibits 31 and 32 certifications for the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are both compliant with Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
FIRST INDUSTRIAL REALTY TRUST, INC.
FIRST INDUSTRIAL, L.P.
TABLE OF CONTENTS
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2
FORWARD-LOOKING STATEMENTS
This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). We intend for such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on certain assumptions and describe our future plans, strategies and expectations, and are generally identifiable by use of the words "believe," "expect," "plan," "intend," "anticipate," "estimate," "project," "seek," "target," "potential," "focus," "may," "will," "should" or similar words. Although we believe the expectations reflected in forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that results will not materially differ.
Factors which could have a materially adverse effect on our operations and future prospects include, but are not limited to:
•changes in national, international, regional and local economic conditions generally and real estate markets specifically;
•changes in legislation/regulation (including changes to laws governing the taxation of real estate investment trusts) and actions of regulatory authorities;
•our ability to qualify and maintain our status as a real estate investment trust;
•the availability and attractiveness of financing (including both public and private capital) and changes in interest rates;
•the availability and attractiveness of terms of additional debt repurchases;
•our ability to retain our credit agency ratings;
•our ability to comply with applicable financial covenants;
•our competitive environment;
•changes in supply, demand and valuation of industrial properties and land in our current and potential market areas;
•our ability to identify, acquire, develop and/or manage properties on favorable terms;
•our ability to dispose of properties on favorable terms;
•our ability to manage the integration of properties we acquire;
•potential liability relating to environmental matters;
•defaults on or non-renewal of leases by our tenants;
•decreased rental rates or increased vacancy rates;
•higher-than-expected real estate construction costs and delays in development or lease-up schedules;
•the uncertainty and economic impact of pandemics, epidemics or other public health emergencies or fear of such events, such as the outbreak of COVID-19;
•potential natural disasters and other potentially catastrophic events such as acts of war and/or terrorism;
•technological developments, particularly those affecting supply chains and logistics;
•litigation, including costs associated with prosecuting or defending claims and any adverse outcomes;
•risks associated with our investments in joint ventures, including our lack of sole decision-making authority; and
•other risks and uncertainties described in Item 1A, "Risk Factors" and elsewhere in this report as well as those risks and uncertainties discussed from time to time in our other Exchange Act reports and in our other public filings with the Securities and Exchange Commission (the "SEC").
We caution you not to place undue reliance on forward-looking statements, which reflect our outlook only and speak only as of the date of this report. We assume no obligation to update or supplement forward-looking statements.
3
PART I
THE COMPANY
| Item 1. | Business | ||||
Background
First Industrial Realty Trust, Inc. is a self-administered and fully integrated real estate company which owns, manages, acquires, sells, develops and redevelops industrial real estate. The Company is a Maryland corporation organized on August 10, 1993 and a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code"). As of December 31, 2022, our in-service portfolio consisted of 416 industrial properties, containing an aggregate of approximately 62.9 million square feet of gross leasable area ("GLA") located in 18 states.
We began operations on July 1, 1994. The Company's operations are conducted primarily through the Operating Partnership, a Delaware limited partnership formed on November 23, 1993 of which the Company is the sole general partner (the "General Partner"), with an approximate 97.7% ownership interest ("General Partner Units") at December 31, 2022. The Operating Partnership also conducts operations through the Other Real Estate Partnerships, numerous limited liability companies ("LLCs") and certain taxable REIT subsidiaries ("TRSs"), the operating data of which, together with that of the Operating Partnership, is consolidated with that of the Company as presented herein. The Company does not have any significant assets or liabilities other than its investment in the Operating Partnership and its 100% ownership interest in the general partners of the Other Real Estate Partnerships. Noncontrolling interest in the Operating Partnership of approximately 2.3% at December 31, 2022, represents the aggregate partnership interest held by the limited partners thereof ("Limited Partner Units" and together with the General Partner Units, the "Units").
We also own an equity interest in, and provide various services to a joint venture (the "Joint Venture"), through a wholly-owned TRS of the Operating Partnership. The Joint Venture, like previous joint venture arrangements, is accounted for under the equity method of accounting and the operating data associated with the Joint Venture is not consolidated with that of the Company or the Operating Partnership as presented herein.
Business Objectives and Growth Plans
Our fundamental business objective is to maximize the total return to the Company's stockholders and the Operating Partnership's partners by increasing our cash flow and property values. Our long-term business growth plans include the following elements:
•Internal Growth. We seek to grow internally by (i) increasing revenues by renewing or re-leasing spaces subject to expiring leases at higher rental levels; (ii) obtaining contractual rent escalations on our long-term leases; (iii) increasing occupancy levels at properties where vacancies exist and maintaining occupancy elsewhere; (iv) controlling and minimizing property operating expenses, general and administrative expenses and releasing costs; and (v) renovating existing properties.
•External Growth. We seek to grow externally through (i) the development of best-in-class industrial properties; (ii) the acquisition of individual or portfolios of industrial properties which meet our investment parameters within our 15 target markets with a primary emphasis in coastal markets; (iii) the expansion of our existing properties; and (iv) securing additional joint venture investments.
•Portfolio Enhancement. We continually seek to upgrade our overall portfolio via new investments as well as through the sale of select assets that we believe do not exhibit favorable characteristics for long-term cash flow growth. We target new investments in 15 target markets where land is more scarce and which exhibit desirable long-term growth characteristics. We seek to refine our portfolio over the coming years by focusing on bulk and regional warehouses properties and downsizing our light industrial holdings.
Our ability to pursue our long-term growth plans is affected by market conditions and our financial condition and operating capabilities. See "Summary of Significant Transactions in 2022" under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."
4
Business Strategies
We utilize the following strategies in connection with the operation of our business:
•Organizational Strategy. We implement a decentralized property operations strategy through the deployment of experienced regional management teams and local property managers. We provide acquisition, development and financing assistance, asset management oversight and financial reporting functions from our headquarters in Chicago, Illinois to support our regional operations. We believe the size of our portfolio enables us to realize operating efficiencies by spreading overhead among many properties and by negotiating purchasing discounts.
•Market Strategy. Our market strategy is to concentrate on 15 industrial real estate markets in the United States with a primary emphasis in coastal markets. These markets have one or more of the following characteristics: (i) favorable industrial real estate fundamentals, including improving industrial demand and constrained future supply that can lead to long-term rent growth; (ii) favorable economic and business environments that should benefit from increases in distribution activity driven by growth in global trade and local consumption; (iii) population growth as it generally drives industrial demand; (iv) natural barriers to entry and scarcity of land which are key elements in delivering future rent growth; and (v) sufficient size to provide ample opportunity for growth through incremental investments as well as offer asset liquidity.
•Leasing and Marketing Strategy. We have an operational management strategy designed to enhance tenant satisfaction and portfolio performance. We pursue an active leasing strategy, which includes broadly marketing available space, seeking to renew existing leases at higher rents while minimizing re-leasing costs and seeking leases which provide for the pass-through of property-related expenses to the tenant. We also have local and national marketing programs which focus on the business and real estate brokerage communities and multi-national tenants.
•Acquisition/Development Strategy. Our investment strategy is primarily focused on developing and acquiring industrial properties in 15 key logistics markets with a coastal orientation in the United States through the deployment of experienced regional management teams. When evaluating potential industrial property acquisitions and developments, we consider such factors as: (i) the geographic area and type of property; (ii) the location, construction quality, functionality, condition and design of the property; (iii) the terms of tenant leases, including the potential for rent increases; (iv) the potential for economic growth and the general business, tax and regulatory environment of the area in which the property is located; (v) the occupancy and demand by tenants for properties of a similar type in the vicinity; (vi) competition from existing properties and the potential for the construction of new properties in the area; (vii) the potential for capital appreciation of the property; (viii) the ability to improve the property's performance through renovation; and (ix) the potential for expansion of the physical layout of the property and/or the number of sites.
•Disposition Strategy. We continually evaluate local market conditions and property-related factors in all of our markets for purposes of identifying assets suitable for disposition. We look to sell properties with lower rent growth prospects and/or assets with less than optimal functionality and redeploy the capital into higher rent growth assets in key logistics markets primarily with a coastal orientation. We also seek to shrink our holdings of light industrial assets over time.
•Financing Strategy. To finance acquisitions, developments and debt maturities, as market conditions permit, we may utilize a portion of proceeds from property sales, unsecured debt offerings, term loans, mortgage financings and line of credit borrowings under our $750.0 million unsecured revolving credit agreement (the "Unsecured Credit Facility"), and proceeds from the issuance, when and as warranted, of additional equity securities. We also continually evaluate joint venture arrangements as another source of capital to finance acquisitions and developments. As of February 15, 2023, we had approximately $610.1 million available for additional borrowings under the Unsecured Credit Facility.
5
Competition
In connection with the acquisition of industrial properties and land for development, we compete with other public industrial property sector REITs, income-oriented non-traded REITs, private real estate funds and other real estate investors and developers, some of which have greater financial resources than we do or other competitive advantages relative to us. Such competition may result in an increase in the amount we must pay to acquire a property or may require us to forgo an investment in a property that would otherwise meet our investment criteria. We also face significant competition in leasing available properties to prospective tenants and in re-leasing space to existing tenants. As a result, we may have to provide rent concessions, incur expenses for tenant improvements or offer other inducements to enable us to timely lease vacant space, all of which may have an adverse impact on our results of operations.
Government Regulation
We are subject to laws and regulations of the United States and the states and local municipalities in which we operate, including laws and regulations relating to environmental protection and human health and safety. Compliance with these laws and regulations has not had, and is not expected to have, a material effect on our capital expenditures, results of operations and competitive position as compared to prior periods.
Environmental, Social and Corporate Governance ("ESG")
We are focused on building and maintaining a socially responsible and sustainable business that succeeds by delivering long-term value for our stockholders. We continuously look for new and better ways to minimize our environmental impact as well as that of our tenants. We have an established committee (the "Corporate Responsibility Committee") consisting of members of our team across a range of functions responsible for advising senior management, our Audit Committee and our Board of Directors on various matters related to sustainability, social responsibility and other non-financial issues that are of significance to us and our stockholders.
Because we primarily net lease the properties in our portfolio to our tenants whereby each tenant is ultimately responsible for maintaining the leased property, one of our key corporate responsibility priorities is to engage with and encourage our tenants to implement environmentally sustainable practices, such as the use of energy and water efficient fixtures and recycling programs. Additionally, as we add properties to our portfolio or enhance existing facilities, environmental sustainability is a key consideration of our efforts to improve or develop such properties. We have obtained LEED certification for certain recent development projects and are also pursuing LEED certification for the vast majority of our new development projects through a LEED volume program. We extend the same commitment to environmental excellence to our own offices, promoting sustainable practices and energy efficiency that can both reduce environmental impact and achieve lower operating costs. Our headquarters office in Chicago is an energy-efficient LEED-certified building.
Social responsibility and engagement is an integral part of our business, as we are committed to developing and maintaining strong relationships with our customers, business partners, investors, and the communities in which we operate and invest. In addition, we aim to provide a positive work environment for our employees by offering competitive compensation, quality benefit offerings including health and wellness and retirement plans and financial education, and career training and growth opportunities.
Our governance efforts are led by our Board of Directors, which is elected by our stockholders to oversee their interest in the long-term financial strength and overall success of the Company, exercising its members' business judgment using their collective experience, knowledge and skills. Directors must fulfill their responsibilities as members of the Board of Directors consistent with their fiduciary duty to our stockholders, in compliance with all applicable laws and regulations and our Code of Business Conduct and Ethics. The Board of Directors provides advice and counsel to the Chief Executive Officer and other senior officers of the Company. The Board of Directors ensures that the assets of the Company are properly safeguarded, that appropriate financial and other controls are maintained, and that the Company's business is conducted wisely and in compliance with applicable laws and regulations.
6
Human Capital
At December 31, 2022, we had 157 employees, 100% of whom are full-time employees. The average tenure of our workforce is approximately 12 years.
In addition to the sustainability efforts overseen by the Corporate Responsibility Committee, the committee also advises on ways to foster a diverse and inclusive work environment, protect the health and safety of our employees and engage our surrounding communities. We are an equal opportunity employer and, as such, promote an equitable workplace that acknowledges and values differences in race, gender, age, ethnicity, sexual orientation, gender identity, national origin, abilities and religious beliefs. We apply these policies throughout our organization, including at the senior management level and in our composition of our Board of Directors. We believe such diversity of experience and background helps make us strong and achieve our mission to create long-term shareholder value by providing industrial real estate solutions that mutually benefit our customers and our stockholders. Our Board of Directors is comprised of 43% directors who identify as female, people of color or both.
In managing our business, we focus on attracting and retaining employees by providing compensation and benefits packages that are competitive within the applicable market, taking into account the skills required, responsibilities and geographic location. All employees are eligible to participate in one of our incentive plans, under which payments are tied to pre-established performance goals. In addition, we endeavor to develop each of our employees’ skillsets and decision-making abilities through challenging project assignments, formal training, mentorship, and recognition. Taken together, these efforts promote higher levels of satisfaction and employee retention, while creating an enhanced leadership pipeline.
Available Information
Our principal executive offices are located at One North Wacker, 42nd Floor, Chicago, Illinois 60606. Our telephone number is (312) 344-4300.
Copies of our respective annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports that we file with the SEC are available without charge as soon as reasonably practicable on our website at www.firstindustrial.com. These documents also may be accessed through the SEC's website at www.sec.gov. In addition, our Corporate Governance Guidelines, Code of Business Conduct and Ethics, charters of each committee of the Board of Directors, along with supplemental financial and operating information prepared by us, are all available without charge on the Company's website or upon request to the Company. Amendments to, or waivers from, our Code of Business Conduct and Ethics that apply to our executive officers or directors will also be posted to our website. The information found on, or otherwise accessible through our website, is not incorporated into, and does not form a part of, this report or any other report or document we file with or furnish to the SEC.
7
| Item 1A. | Risk Factors | ||||
Our operations involve various risks that could adversely affect our business, including our financial condition, our results of operations, our cash flow, our liquidity, our ability to make distributions to holders of the Company's common stock and the Operating Partnership's Units, the market price of the Company's common stock and the market value of the Units. These risks, among others contained in our other filings with the SEC, include:
Risks Related to our Business:
Real estate investments fluctuate in value depending on conditions in the general economy and the real estate industry. These conditions may limit our 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;
•increasing labor and material costs;
•the ability to collect on a timely basis all rents from tenants;
•changes in tenant operations, real estate needs and credit;
•changes in interest rates and in the availability, cost and terms of mortgage funding;
•zoning or other regulatory restrictions;
•competition from other available real estate;
•operating costs, including maintenance, insurance premiums and real estate taxes; and
•other factors that are beyond our control.
Our investments in real estate assets are concentrated in the industrial sector, and the demand for industrial space in the United 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. These factors may be amplified by a disruption of financial markets or more general economic conditions.
General economic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated, may impact financial results.
We are exposed to the economic conditions and other events and occurrences in the local, regional and national geographies in which we own properties. Our operating performance is further impacted by the economic conditions of the specific markets in which we have concentrations of properties.
At December 31, 2022, operating properties located in California (Northern California and Southern California markets) and Pennsylvania represented 23.6% and 10.7%, respectively, of our consolidated net operating income for the year ended December 31, 2022. Our revenues from, and the value of, our properties located in California and Pennsylvania may be affected by local real estate conditions (such as an oversupply of or reduced demand for industrial properties) and the local economic climate. Business layoffs, downsizing, industry slowdowns, changing demographics and other factors may adversely impact California’s and Pennsylvania's economic climate. Because of the investments we have located in California and Pennsylvania, a downturn in California’s or Pennsylvania's economy or changes to factors affecting the real estate market, including changes to state income tax and property tax laws, could adversely affect our business.
8
No other market besides California and Pennsylvania contributed more than 10% of our total consolidated net operating income for the year ended December 31, 2022. Our operating performance could be adversely affected if conditions become less favorable in any of the markets in which we have a concentration of properties. Conditions such as an oversupply of logistics space or a reduction in demand for logistics space, among other factors, may impact operating conditions. Any material oversupply of logistics space or material reduction in demand for logistics space could adversely affect our overall business.
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 and unitholders 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 property, such as real estate taxes and maintenance costs, generally are not reduced when circumstances cause a reduction in income from the property. Tenants may declare bankruptcy, resulting in limited remedies and rejection of leases.
We may be unable to renew leases or find other tenants on advantageous terms or at all.
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 the expiring lease terms. If we were unable to promptly renew a significant number of expiring leases or to promptly relet the spaces 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 make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units could be adversely affected.
We may be unable to acquire real estate on advantageous terms or acquisitions may not perform as we expect.
We have routinely acquired real estate from third parties as conditions warrant and, as part of our business, we intend to continue to do so. The acquisition of properties entails various risks, including risks that our investments may not perform as expected and that our cost estimates for bringing an acquired property up to market standards, if necessary, may prove inaccurate. Further, we face significant competition for attractive investment opportunities from other well-capitalized real estate investors, including 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 real estate and purchase prices may increase. 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 and proceeds from property sales, which may not be available. Any of the above risks could adversely affect our financial condition, results of operations, cash flow and ability to make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units.
We may obtain only limited warranties when we purchase a property and would have only limited recourse in the event our due diligence did not identify any issues that lower the value of our property.
The seller of a property often sells such property in its "as is" condition on a "where is" basis and "with all faults," without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase agreements may contain only limited warranties, representations and indemnifications that will only survive for a limited period after the closing. The purchase of properties with limited warranties increases the risk that we may lose some or all of our invested capital in the property as well as the loss of rental income from that property.
We may be unable to sell properties when appropriate or at all because real estate investments are not as liquid as certain other types of assets.
Real estate investments generally cannot be sold quickly, which could limit our ability to adjust our property portfolio in response to changes in economic conditions or in the performance of the portfolio. This could adversely affect our financial condition and our ability to service debt and make distributions to our stockholders and unitholders. In addition, like other companies qualifying as REITs under the Code, our ability to sell assets may be restricted by tax laws that potentially result in punitive taxation on asset sales that fail to meet certain safe harbor rules or other criteria established under case law.
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We may be unable to sell properties on advantageous terms.
We have routinely sold properties to third parties as conditions warrant and, as part of our business, we intend to continue to do so. However, 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. If we are unable to sell properties on favorable terms or to redeploy the proceeds in accordance with our business strategy, then our financial condition, results of operations, cash flow and ability to make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units could be adversely affected. Further, if we sell properties by providing financing to purchasers, defaults by the purchasers would adversely affect our operations and financial condition.
We may be unable to complete development and re-development projects on advantageous terms.
As part of our business, we develop new properties and re-develop existing properties as conditions warrant. This part of our business involves significant risks, including the following:
•we may not be able to obtain financing for these projects on favorable terms;
•we may have delays in obtaining construction materials and may be subject to increases in costs of materials;
•we may not complete construction on schedule or within budget;
•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;
•contractor and subcontractor disputes, strikes, labor disputes or supply chain disruptions may occur; and
•properties may perform below anticipated levels, producing cash flow below budgeted amounts, which may result in us paying too much for a property, cause the property to not be profitable and limit our ability to sell such properties to third parties.
To the extent these risks result in increased debt service expense, construction costs and delays in budgeted leasing, they could adversely affect our financial condition, results of operations, cash flow and ability to make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units.
We may incur unanticipated costs and liabilities due to environmental problems.
Under various federal, state and local laws and regulations, we may, as a current or previous owner, developer or operator of real estate, 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 and regulations 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 our ability to rent or sell a property or to borrow using a property as collateral. The disposal or treatment of hazardous or toxic materials, or the arrangement of such disposal or treatment, may cause us to be liable for the costs of clean-up of such materials or for related natural resource damages occurring at or emanating from an off-site disposal or treatment facility, whether or not the facility is owned or operated by us. 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 our 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. Moreover, there can be no assurance that (i) changes to existing laws and regulations will not impose any material environmental liability or (ii) the current environmental condition of our properties will not be affected by customers, by the condition of land or operations in the vicinity of our properties (such as releases from underground storage tanks), or by third parties unrelated to us.
All of our properties were subject to a Phase I or similar environmental assessment by independent environmental consultants at the time of acquisition. Phase I assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. Phase I assessments generally include a historical review, a public records review, an investigation of the surveyed site and surrounding properties, and preparation and issuance of a written report, but do not include soil sampling or subsurface investigation, sampling and remediation and typically do not include an asbestos survey. While some of these assessments have led to further investigation and sampling, none of our environmental assessments of our properties have revealed an environmental liability that we believe would have a material adverse effect on our business, financial condition or results of operations taken as a whole. However, we cannot give any assurance that such conditions do not exist or may not arise in the future. Material environmental conditions, liabilities or compliance concerns may arise after the environmental assessment has been completed.
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Environmental laws and regulations in the U.S. also require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, adequately inform or train those who may come into contact with asbestos and undertake special precautions, including removal or other abatement, in the event that asbestos is disturbed during building renovation or demolition. These laws and regulations may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos. Some of our properties may contain asbestos-containing building materials.
We invest in properties historically used for industrial, manufacturing and commercial purposes. Some of these properties contain, or may have contained, underground storage tanks for the storage of petroleum products and other hazardous or toxic substances. All of these operations create a potential for the release of petroleum products or other hazardous or toxic substances. Some of our properties are adjacent to or near other properties that may have contained or currently contain underground storage tanks used to store petroleum products, or other hazardous or toxic substances. In addition, previous or current occupants of our properties, including but not limited to, our tenants, and adjacent properties may have engaged, or may in the future engage, in activities that may release petroleum products or other hazardous or toxic substances.
We have a portfolio environmental insurance policy that provides coverage for potential unknown environmental liabilities, subject to the policy's coverage conditions and limitations, for most of our properties. Such policy may not be able to be renewed or may be subject to additional restrictions or limitations. From time to time, we may acquire properties or interests in properties, with known adverse environmental conditions where we believe that the environmental liabilities associated with these conditions are quantifiable and that the acquisition will yield a superior risk-adjusted return. In such an instance, we underwrite the costs of environmental investigation, clean-up and monitoring into the cost. Further, in connection with property dispositions, we may agree to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions on the properties.
We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties and, in particular, costs associated with complying with regulations such as the Americans with Disabilities Act of 1990 (the "ADA") may result in unanticipated expenses.
We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties and, in particular, costs associated with complying with regulations such as the Americans with Disabilities Act of 1990 (the "ADA") may result in unanticipated expenses. The properties in our portfolio are subject to various covenants and U.S. federal, state and local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers may restrict our use of our properties and may require us to obtain approval from local officials or restrict our use of our properties and may require us to obtain approval from local officials of community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic or hazardous material abatement requirements. There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulation will not be adopted that increase such delays or result in additional costs. Our growth strategy may be affected by our ability to obtain permits, licenses and zoning relief. Our failure to obtain such permits, licenses and zoning relief or to comply with applicable laws could have an adverse effect on our financial condition, results of operations and cash flow.
In addition, under the ADA, all places of public accommodation are required to meet certain U.S. federal requirements related to access and use by disabled persons. Noncompliance with the ADA could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. We do not conduct audits or investigations of all of these properties to determine their compliance and we cannot predict the ultimate cost of compliance with the ADA, or other legislation. If one or more of our properties in which we invest is not in compliance with the ADA, or other legislation, then we would be required to incur additional costs to bring the property into compliance. If we incur substantial costs to comply with the ADA or other legislation, our financial condition, results of operations, cash flow, our ability to satisfy debt service obligations and to make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units could be adversely affected.
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Adverse market and economic conditions could cause us to recognize impairment charges.
We regularly review our real estate assets for impairment indicators, such as a decline in a property's occupancy rate, decline in general market conditions or a change in the expected hold period of an asset. 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. As a result, we may be required to recognize asset impairment, which could materially and adversely affect our business, financial condition and results of operations. 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.
We could be subject to risks and liabilities in connection with joint venture arrangements.
Our organizational documents do not limit the amount of available funds that we may invest in joint ventures. We currently have and may in the future selectively acquire, own and/or develop properties through joint ventures with other persons or entities when we deem such transactions are warranted by the circumstances. Joint venture investments, in general, involve certain risks not present where we act alone, including:
•joint venture partners may share certain approval rights over major decisions, which might (i) significantly delay or make impossible actions and decisions we believe are necessary or advisable with respect to properties owned through a joint venture, and/or (ii) adversely affect our ability to develop, finance, lease or sell properties owned through a joint venture at the most advantageous time for us, if at all;
•joint venture partners might experience financial distress, become bankrupt or otherwise fail to fund their share of any required capital contributions;
•joint venture partners might have economic or other business interests or goals that are competitive or inconsistent with our business interests or goals that would affect our ability to develop, finance, lease, operate, manage or sell any properties owned by the applicable joint venture;
•joint venture partners may have the power to act contrary to our instructions, requests, policies or objectives, including our current policy with respect to maintaining the Company's qualification as a REIT;
•joint venture agreements often restrict the transfer of a member’s or joint venture’s interest or may otherwise restrict our ability to sell our interest when we would like to or on advantageous terms;
•disputes between us and our joint venture partners may result in litigation or arbitration that would increase our expenses and prevent our employees, 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 venture partners.
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 make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units.
We own certain properties subject to ground leases that expose us to the loss of such property upon breach or termination of the ground lease.
We own the building and improvements and lease the land underlying the improvements under several long-term ground leases. We could lose our interests in the properties if the ground leases are breached by us, terminated or lapse. As we get closer to the lease termination dates, the values of the properties could decrease without an extension in place. Certain of these ground leases have payments subject to annual escalations and/or periodic fair market value adjustments which could adversely affect our financial condition or results of operations.
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We are exposed to the potential impacts of future climate change.
We are exposed to potential physical risks from possible future changes in climate. We have significant investment in properties in coastal markets such as Southern California, Northern California and South Florida and have also targeted those markets for future growth. Our properties, especially the coastal market properties, may be exposed to rare catastrophic weather events, such as severe storms, drought, earthquakes, floods, wildfires or other extreme weather events. If the frequency of extreme weather events increases, our exposure to these events could increase and could impact our tenants' operations and their ability to pay rent. We carry comprehensive insurance coverage to mitigate our casualty risk, in amounts and of a kind that we believe are appropriate for the markets where each of our properties and their business operations are located given climate change risk.
We may be adversely impacted as a real estate owner, manager and developer in the future by potential impacts to the supply chain or stricter energy efficiency standards or greenhouse gas regulations for the commercial building sectors. Compliance with new laws or regulations relating to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or result in increased operating costs that we may not be able to effectively pass on to our tenants. Any such laws or regulations could also impose substantial costs on our tenants, thereby impacting the financial condition of our tenants and their ability to meet their lease obligations and to lease or re-lease our properties. We cannot give any assurance that other such conditions do not exist or may not arise in the future. The potential impacts of future climate change on our real estate properties could adversely affect our ability to lease, develop or sell such properties or to borrow using such properties as collateral.
Our insurance coverage does not include all potential losses.
Real property is subject to casualty risk including damage, destruction, or loss resulting from events that are unusual, sudden and unexpected. Some of our properties are located in areas where casualty risk is higher due to earthquake, wind, wildfire and/or flood risk. We carry comprehensive insurance coverage to mitigate our casualty risk, in amounts and of a kind that we believe are appropriate for the markets where each of our properties and their business operations are located. Among other coverage, we carry property, boiler and machinery, general liability, cyber liability, fire, flood, terrorism, earthquake, owner's protective professional indemnity and rental loss insurance. Our coverage includes policy specifications and limits customarily carried for similar properties and business activities. We evaluate our level of insurance coverage and deductibles using analysis and modeling, as is customary in our industry. However, we do not insure against all types of casualty, and we may not fully insure against certain perils including, without limitation, earthquake, windstorm and cyber risk, either because coverage is not available or because we do not deem it to be economically feasible or prudent to do so. As a result, we could experience a significant loss of capital or revenues, and be exposed to obligations under recourse debt associated with a property. This could occur due to an uninsured or high deductible loss, a loss in excess of insured limits, or a loss not paid due to insurer insolvency.
Financing and Capital Risks:
Disruptions in the financial markets could affect our ability to obtain financing and may negatively impact our liquidity, financial condition and operating results.
A significant amount of our existing indebtedness was issued through capital markets transactions. We anticipate that the capital markets could be a source of refinancing of our existing indebtedness in the future. This source of refinancing may not be available if volatility in or disruption of the capital markets occurs. From time to time, the capital and credit markets in the United States and other countries experience significant price volatility, dislocations and liquidity disruptions, which can cause the market prices of many securities and the spreads on prospective debt financings to fluctuate substantially. These circumstances can materially impact liquidity in the financial markets, making terms for certain financings less attractive, and in some cases result in the unavailability of financing. Furthermore, we could potentially lose access to available liquidity under our Unsecured Credit Facility if one or more participating lenders were to default on their commitments. If our ability to issue additional debt or equity securities or to borrow under our Unsecured Credit Facility were to be impaired by volatility in or disruption of the capital markets, it could have a material adverse effect on our liquidity and financial condition.
In addition, price volatility in the capital and credit markets 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.
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Debt financing, the degree of leverage and rising interest rates could reduce our cash flow.
We use debt to increase the rate of return to our stockholders and unitholders 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. Our organizational documents do not contain any limitation on the amount or percentage of indebtedness we may incur.
The Financial Conduct Authority announced it intended to stop compelling banks to submit rates for the calculation of LIBOR after June 30, 2023. As a result, in the U.S., the Federal Reserve Board and the Federal Reserve Bank of New York identified the SOFR as its preferred alternative rate for USD LIBOR in debt and derivative financial instruments. As of December 31, 2022, our Unsecured Credit Facility, our $200.0 million term loan and related interest rate swaps are indexed to LIBOR. Our loan documents contain provisions that contemplate alternative methods to determine the base rate applicable to our LIBOR-indexed debt to the extent LIBOR-indexed rates are not available. We plan to modify the affected debt agreements and the related interest rate swaps prior to June 2023.
Failure to comply with covenants in our debt agreements could adversely affect our financial condition.
The terms of our agreements governing our 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 historical practice, we will 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. 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 and our unsecured term loans, an event of default can also occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred that 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 indebtedness, together with accrued and unpaid interest and fees, could be accelerated and declared to be immediately due and payable. Furthermore, our Unsecured Credit Facility, our unsecured term loans and the indentures governing our senior unsecured notes contain certain cross-default provisions that may be triggered in the event that our other material indebtedness is in default. These cross-default provisions may require us to repay or restructure our Unsecured Credit Facility, our unsecured term loans or our senior unsecured notes (which includes our private placement notes), depending on which is in default, and such restructuring could adversely affect our financial condition, results of operations, cash flow and ability to make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units. If repayment of any of our indebtedness is accelerated, we cannot provide assurance that we would be able to borrow sufficient funds to refinance such indebtedness or that we would be able to sell sufficient assets to repay such indebtedness. Even if we were able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to us.
Adverse changes in our credit ratings could negatively affect our liquidity and business operations.
The credit ratings of our senior unsecured notes are based on our 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 we may incur or preferred stock that we might issue 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 may be unable to access certain or any capital markets.
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The REIT distribution requirements may limit our ability to retain capital and require us to turn to external financing sources.
As a REIT, the Company must distribute to its stockholders at least 90% of its taxable income (determined without regard to the dividends-paid deduction and by excluding any net capital gain) to our stockholders each year and we may be subject to tax to the extent our taxable income is not fully distributed. The Company could, in certain instances, have taxable income without sufficient cash to enable it to meet this requirement. In that situation, we could be required to borrow funds or sell properties on adverse terms in order to do so. The distribution requirement could also limit our ability to accumulate capital 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' and unitholders' interests.
We may have to make lump-sum payments on our existing indebtedness.
We are required to make lump-sum or "balloon" payments under the terms of some of our indebtedness. Our ability to make required payments of principal on outstanding indebtedness, whether at maturity or otherwise, may depend on our ability to refinance the applicable indebtedness or to sell properties. Currently, we have no commitments to refinance any of our indebtedness.
Failure to hedge effectively against interest rate changes may adversely affect our results of operations.
In the normal course of business, we use derivatives to manage our exposure to interest rate volatility on debt instruments, including hedging for future debt issuances. At other times we may utilize derivatives to increase our exposure to floating interest rates. There can be no assurance that these hedging arrangements will have the desired beneficial impact. These arrangements, which can include a number of counterparties, may expose us to additional risks, including failure of any of our counterparties to perform under these contracts, and may involve extensive costs, such as transaction fees or breakage costs, if we terminate them. Hedging may reduce the overall returns on our investments, which could reduce our cash available for distribution to our stockholders and unitholders. Failure to hedge effectively against interest rate changes may materially adversely affect our financial condition, results of operations and cash flow. No strategy can completely insulate us from the risks associated with interest rate fluctuations.
We have adopted a practice relating to the use of derivative financial instruments which requires the Company's Board of Directors to authorize our use of derivative financial instruments to fix the interest rate on anticipated offerings of unsecured debt and to manage the interest rates on our variable rate borrowings. Our practice is that we do not use derivatives for speculative or trading purposes and intend only to enter into contracts with major financial institutions based on their credit rating and other factors, but the Company's Board of Directors may choose to change these practices in the future.
Our mortgages may impact our ability to sell encumbered properties on advantageous terms or at all.
Our outstanding mortgage contains, and some future mortgages may contain, substantial prepayment premiums that 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. 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 make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units could be adversely affected.
Earnings and cash dividends, asset value and market interest rates affect the price of the Company's common stock.
The market value of the Company's common stock is based in large part upon the market's perception of the growth potential of the Company's earnings and cash dividends. The market value of the Company's common stock is also based upon the value of the Company's underlying real estate assets. For this reason, shares of the Company's common stock may trade at prices that are higher or lower than the Company's net asset value per share. To the extent that the Company retains operating cash flow for investment purposes, working capital reserves, or other purposes, these retained funds, while increasing the value of the Company's underlying assets, may not correspondingly increase the market price of the Company's common stock. The Company's failure to meet the market's expectations with regard to future earnings and the payment of cash dividends/distributions likely would adversely affect the market price of the Company's 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 market price of the Company's common stock. An increase in market interest rates might lead prospective purchasers of the Company's common stock to expect a higher distribution yield, which would adversely affect the market price of the
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Company's common stock. Any reduction in the market price of the Company's common stock would, in turn, reduce the market value of the Units.
Future sales or issuances of our common stock may cause the market price of our common stock to decline.
The sale of substantial amounts of our common stock, whether directly by us or in the secondary market, the perception that such sales could occur or the availability of future issuances of shares of our common stock, limited partnership units of the Operating Partnership or other securities convertible into or exchangeable or exercisable for our common stock, could materially and adversely affect the market price of our common stock and our ability to raise capital through future offerings of equity or equity-related securities. In addition, we may issue capital stock that is senior to our common stock in the future for a number of reasons, including to finance our operations and business strategy, to adjust our ratio of debt to equity or for other reasons.
The market price of our common stock may fluctuate significantly.
The market price of our common stock may fluctuate significantly in response to many factors, including:
•actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity,
•changes in our earnings estimates or those of analysts,
•changes in asset valuations and related impairment charges,
•changes in our dividend policy,
•publication of research reports about us or the real estate industry generally,
•the ability of our tenants to pay rent to us and meet their obligations to us under the current lease terms and our ability to re-lease space as leases expire,
•increases in market interest rates that lead purchasers of our common stock to demand a higher dividend yield,
•changes in market valuations of similar companies,
•adverse market reaction to the amount of our debt outstanding at any time, the amount of our debt maturing in the near- and medium-term and our ability to refinance our debt, or our plans to incur additional debt in the future,
•our ability to comply with applicable financial covenants under our unsecured line of credit and the indentures under which our senior unsecured indebtedness is, or may be, issued,
•additions or departures of key management personnel,
•actions by institutional stockholders,
•speculation in the press or investment community,
•general market and economic conditions.
Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock to decline significantly, regardless of our financial condition, results of operations and prospects. It is impossible to provide any assurance that the market price of our common stock will not fall in the future, and it may be difficult for holders to resell shares of our common stock at prices they find attractive, or at all.
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Risks Related to Our Organization and Structure:
The Company is authorized to issue preferred stock. The issuance of preferred stock could adversely affect the holders of the Company's common stock issued pursuant to its public offerings.
Our declaration of trust authorizes the Company to issue 225,000,000 common shares and 10,000,000 shares designated as preferred stock. Subject to approval by the Company's Board of Directors, the Company may issue preferred stock with rights, preferences and privileges that are more beneficial than the rights, preferences and privileges of its common stock. Holders of the Company's common stock do not have preemptive rights to acquire any shares issued by the Company in the future. If the Company ever creates and issues preferred stock with a distribution preference over common stock, payment of any distribution preferences on outstanding preferred stock would reduce the amount of funds available for the payment of distributions to our common stockholders and unitholders. In addition, holders of preferred stock are normally entitled to receive a preference payment in the event of liquidation, dissolution or winding up before any payment is made to our common stockholders, which would reduce the amount our common stockholders and unitholders, might otherwise receive upon such an occurrence. Also, under certain circumstances, the issuance of preferred stock may have the effect of delaying or preventing a change in control of the Company.
The Company's Board of Directors may change its strategies, policies or procedures without stockholder approval, which may subject us to different and more significant risks in the future.
Our investment, financing, leverage and distribution policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, are determined by the Company's Board of Directors. These policies may be amended or revised at any time and from time to time at the discretion of the Company's Board of Directors without notice to or a vote of its stockholders. This could result in us conducting operational matters, making investments or pursuing different business or growth strategies. Under these circumstances, we may expose ourselves to different and more significant risks in the future, which could have a material adverse effect on our business and growth. In addition, the Company's Board of Directors may change its governance policies provided that such changes are consistent with applicable legal requirements. A change in these policies could have an adverse effect on our financial condition, results of operations, cash flow, ability to satisfy our principal and interest obligations, ability to make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units.
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Certain provisions of our charter and bylaws could hinder, delay or prevent a change in control of our company.
Certain provisions of our charter and our bylaws could have the effect of discouraging, delaying or preventing transactions that involve an actual or threatened change in control of our company. These provisions include the following:
•Removal of Directors. Under our charter, subject to the rights of one or more classes or series of preferred stock to elect one or more directors, a director may be removed only for cause and only by the affirmative vote of at least a majority of all votes entitled to be cast by our stockholders generally in the election of directors.
•Preferred Stock. Under our charter, our board of directors has the power to issue preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders.
•Advance Notice Bylaws. Our bylaws require advance notice procedures with respect to nominations of directors and shareholder proposals.
•Ownership Limit. For the purpose, among others, of preserving our status as a REIT under the Internal Revenue Code of 1986, as amended, our charter generally prohibits any single stockholder, or any group of affiliated stockholders, from beneficially owning more than 9.8% of our outstanding common and preferred stock unless our board of directors waives or modifies this ownership limit.
•Stockholder Action by Written Consent. Our bylaws contain a provision that permits our stockholders to take action by written consent in lieu of an annual or special meeting of stockholders only if the unanimous consent of the stockholders is obtained.
•Ability of Stockholders to Call Special Meeting. Under our bylaws, we are only required to call a special meeting at the request of the stockholders if the request is made by at least a majority of all votes entitled to be cast by our stockholders generally in the election of directors.
•Maryland Control Share Acquisition Act. Our bylaws contain a provision exempting acquisitions of our shares from the Maryland Control Share Acquisition Act. However, our board of directors may amend our bylaws in the future to repeal or modify this exemption, in which case any control shares of our company acquired in a control share acquisition will be subject to the Maryland Control Share Acquisition Act.
Income Tax Risks:
The Company might fail to qualify as a REIT under existing laws and/or federal income tax laws could change.
The Company intends to operate so as to qualify as a REIT under the Code, and we believe that the Company is organized and will operate in a manner that allows us to continue to do so. However, 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. There are only limited judicial and administrative interpretations of these provisions, and they involve the determination of various factual matters and circumstances not entirely within our control.
If the Company were to fail to qualify as a REIT in any taxable year, the Company would be subject to federal income tax at corporate rates. This could result in a discontinuation or substantial reduction in distributions to our stockholders and unitholders, and could reduce the cash available to pay interest and principal on debt securities and make further investments in real estate. Unless entitled to relief under certain statutory provisions, the Company would be disqualified from electing treatment as a REIT for the four taxable years following the year during which the Company failed to qualify.
The IRS, the United States Treasury Department and Congress frequently review federal income tax legislation, and we cannot predict whether, when or to what extent new federal laws, regulations, interpretations or rulings will be adopted. Additional changes to tax laws are likely to continue to occur in the future and any such legislative action may prospectively or retroactively modify the Company's tax treatment and therefore, may adversely affect taxation of us and/or our stockholders and unitholders. Any such changes could have an adverse effect on an investment in shares or on the market value or the resale potential of our properties. Stockholders and unitholders are urged to consult with their own tax advisor with respect to the impact of recent legislation, the status of legislative, regulatory, or administrative developments and proposals, and their potential effect on ownership of our shares.
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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 tax gain recognized 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 IRS could contend that certain sales of properties by us are prohibited transactions. While we have implemented controls to avoid prohibited transactions, if a dispute were to arise that was successfully argued by the IRS, the 100% penalty tax could be assessed against the Company's profits from these transactions.
We may pay some taxes.
Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to federal, state and local taxes on our income and property. From time to time changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and amount of such increase. These actions could adversely affect our financial condition and results of operations. In addition, our TRSs will be subject to federal, state and local income tax for income received.
In the normal course of business, certain of our legal entities have undergone tax audits and may undergo audits in the future. There can be no assurance that future audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on our results of operations.
General Risk Factors:
A future outbreak of highly infectious or contagious diseases similar to COVID-19 may adversely affect our business.
The COVID-19 pandemic caused, and another pandemic in the future could cause, disruptions to regional and global economies and significant volatility and negative pressure in the financial markets. A future pandemic could also have a material and adverse effect on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors:
• reduced economic activity may severely impact our tenants' businesses, financial condition and liquidity and may cause certain of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations and/or terminate their leases early or not renew;
• delays to or halting of construction activities, including permitting and obtaining approvals, related to our ongoing development and redevelopment projects as well as tenant improvements;
• difficulty in accessing the capital and lending markets (or a significant increase in the costs of doing so), impacts to our credit ratings, a severe disruption or instability in the global financial markets, or deteriorations in credit and financing conditions, may affect our access to capital necessary to fund business operations or address maturing debt obligations on a timely basis;
• our ability to meet the financial covenants of our Unsecured Credit Facility and other debt agreements and result in a default and potentially an acceleration of indebtedness, and such non-compliance could negatively impact our ability to make additional borrowings under our Unsecured Credit Facility and pay dividends;
• any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions;
• a general decline in business activity and demand for real estate transactions could adversely affect our ability to sell or purchase properties, at attractive pricing or at all;
• an inability to initiate or pursue litigation due to various court closures, increased case volume and/or moratoriums on certain types of activities;
• the potential negative impact on the health of our employees, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during this disruption, or a future disruption, and may negatively impact our disclosure controls and procedures over financial reporting; and
• an extended period of remote work arrangements for our employees could strain our business continuity plans and introduce operational risk including, but not limited to, cybersecurity risks.
19
We face risks relating to cybersecurity attacks and other disruptions to our computer systems.
We rely extensively on computer systems to manage our business, and our business is at risk from and may be impacted by cybersecurity attacks and security breaches. These could include attempts to gain unauthorized access to our data and computer systems through malware, computer viruses, attachments to e-mails, persons inside our Company or persons with access to systems inside our Company, and other significant disruptions of our information technology networks and related systems. Our business is also at risk from and may be impacted by our computer systems malfunctioning or being subject of a significant disruption.
The risk of a cybersecurity breach or disruption, particularly through a cyber-incident, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Although we employ a number of measures to prevent, detect and mitigate these threats, which include password protection, frequent password change events, firewall detection systems, frequent backups, a redundant data system for core applications, a managed detection monitoring and response solution, periodic cyber dwelling reviews and annual penetration testing, even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.
Moreover, although we maintain some of our own critical information technology systems, we also depend on third parties to provide important information technology services relating to, for instance, payroll, electronic communications and certain finance functions. The security measures employed by such third party service providers may prove to be ineffective at preventing breaches of their systems or their systems may malfunction or otherwise become subject to disruption.
Our computer systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our tenants. A successful cybersecurity attack or other disruption of our computer systems could, among other things,:
•compromise the confidential information of our employees, tenants and vendors;
•disrupt the proper functioning of our networks and systems, and therefore our operations and/or those of certain of our tenants;
•result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;
•result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines;
•result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;
•require significant management attention and resources to remedy any damages that result;
•subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements;
•subject us to legal liability; or
•damage our reputation among our tenants, investors and associates.
We may become subject to litigation.
We may become subject to litigation, including claims relating to our operations, offerings, and otherwise in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. Resolution of these types of matters could adversely impact our financial condition, results of operations and cash flow. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured, and/or adversely impact our ability to attract officers and directors.
20
Terrorist attacks and other acts of violence or war may affect the market for the Company's common stock, the industry in which we conduct our operations and our profitability.
Acts of violence, including terrorist attacks, could occur in the localities in which we conduct business. More generally, these events could cause consumer confidence and spending to decrease or result in increased volatility in the worldwide financial markets and economy. These attacks or armed conflicts may adversely impact our operations or financial condition. In addition, losses resulting from these types of events may be uninsurable.
Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting.
The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weakness, in our internal control over financial reporting which may occur could result in misstatements of our results of operations, restatements of our financial statements, a decline in the price/value of our securities, or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity.
We may be unable to retain and attract key management personnel.
We may be unable to retain and attract talented personnel. In the event of the loss of key management personnel or upon unexpected death, disability or retirement, we may not be able to find replacements with comparable skill, ability and industry expertise. Until suitable replacements are identified and retained, if at all, our operating results and financial condition could be materially and adversely affected.
| Item 1B. | Unresolved SEC Comments | ||||
None.
21
| Item 2. | Properties | ||||
General
At December 31, 2022, we owned 426 industrial properties of which 416 were classified as in-service. The 416 in-service industrial properties contained an aggregate of approximately 62.9 million square feet of GLA in 18 states, with a diverse base of approximately 1,000 tenants engaged in a wide variety of businesses, including e-commerce, third-party logistics and transportation, consumer and other manufactured products, retail and consumer services, food and beverage, lumber and building materials, wholesale goods, health services, governmental and other. Our in-service portfolio includes all properties that have reached stabilized occupancy (defined as properties that are 90% leased), (re)developed properties upon the earlier of reaching 90% occupancy or one year from the date construction is completed and acquired properties that are at least 75% occupied at acquisition, unless we anticipate tenant move-outs within two years of ownership would drop occupancy below 75%. Acquired properties that are less than 75% occupied at acquisition or with tenants that we anticipate will move out within the first two years of ownership are placed in service upon the earlier of reaching 90% occupancy or one year after move out. The average annual base rent per square foot for our in-service portfolio, calculated at December 31, 2022, was $6.50. The properties are generally located in business parks that have convenient access to interstate highways and/or rail and air transportation. We maintain insurance on our properties that we believe is adequate.
We classify our properties into three industrial categories: bulk warehouse, regional warehouse and light industrial. 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. Individual properties may be reclassified over time due to changes in building characteristics such as tenant use and office space build-out.
The following describes, generally, the different industrial categories:
•Bulk warehouse buildings are of 100,000 square feet or more, have a ceiling height of at least 22 feet and are comprised of less than 15% of office space;
•Regional warehouses are of less than 100,000 square feet, have a ceiling height of at least 22 feet and are comprised of less than 30% of office space; and
•Light industrial properties are of less than 100,000 square feet, have a ceiling height of less than 22 feet and are comprised of 30% or more of office space.
22
The following tables summarize, by market, certain information as of December 31, 2022, with respect to the in-service properties.
In-Service Property Summary Totals
| Bulk Warehouse | Regional Warehouse | Light Industrial | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Metropolitan Area | GLA (in 000's) | Number of Properties | GLA (in 000's) | Number of Properties | GLA (in 000's) | Number of Properties | GLA (in 000's) | Number of Properties | Occupancy at 12/31/22 | ||||||||||||||||||||||||||||||||||||||||||||
| Atlanta, GA | 4,563 | 14 | 340 | 4 | 347 | 5 | 5,250 | 23 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Baltimore, MD | 3,096 | 9 | — | — | 320 | 5 | 3,416 | 14 | 81.2 | % | |||||||||||||||||||||||||||||||||||||||||||
| Central Florida | 427 | 3 | 315 | 4 | 79 | 1 | 821 | 8 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Central/Eastern PA (A) | 7,241 | 15 | 481 | 6 | 199 | 4 | 7,921 | 25 | 99.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Chicago, IL | 5,265 | 16 | 342 | 6 | 205 | 4 | 5,812 | 26 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Cincinnati, OH | 683 | 3 | 131 | 2 | 278 | 5 | 1,092 | 10 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Dallas/Ft. Worth, TX | 5,996 | 31 | 1,327 | 20 | 67 | 2 | 7,390 | 53 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Denver, CO (A) | 1,417 | 6 | 750 | 8 | 848 | 21 | 3,015 | 35 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Detroit, MI | 242 | 2 | 281 | 6 | 437 | 14 | 960 | 22 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Houston, TX | 2,958 | 18 | 564 | 8 | 85 | 3 | 3,607 | 29 | 99.1 | % | |||||||||||||||||||||||||||||||||||||||||||
| Minneapolis/St. Paul, MN | 2,040 | 11 | 145 | 2 | — | — | 2,185 | 13 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Nashville, TN | 1,671 | 4 | — | — | 164 | 2 | 1,835 | 6 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||
New Jersey (A) | 1,567 | 7 | — | — | 952 | 17 | 2,519 | 24 | 99.5 | % | |||||||||||||||||||||||||||||||||||||||||||
| Northern California | — | — | 138 | 4 | 109 | 3 | 247 | 7 | 90.9 | % | |||||||||||||||||||||||||||||||||||||||||||
| Phoenix, AZ | 3,669 | 9 | 445 | 7 | 38 | 1 | 4,152 | 17 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Seattle, WA | 101 | 1 | 322 | 7 | — | — | 423 | 8 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| South Florida | 1,439 | 9 | 612 | 10 | — | — | 2,051 | 19 | 98.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Southern California (A) | 7,975 | 28 | 1,730 | 31 | 498 | 18 | 10,203 | 77 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Total | 50,350 | 186 | 7,923 | 125 | 4,626 | 105 | 62,899 | 416 | 98.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Occupancy by Industrial Property Type | 98.7 | % | 99.2 | % | 99.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||
_______________
(A)Central/Eastern Pennsylvania includes the markets of Central Pennsylvania and Philadelphia. Denver includes one property in Salt Lake City. New Jersey includes the markets of Northern and Central New Jersey. Southern California includes the markets of Los Angeles, the Inland Empire and San Diego.
Indebtedness
As of December 31, 2022, three of our 416 in-service industrial properties, with a net carrying value of $31.8 million, are pledged as collateral under a mortgage financing, totaling $10.3 million, excluding unamortized debt issuance costs. See Note 4 to the Consolidated Financial Statements and the accompanying Schedule III for additional information.
23
Development Activity
During the year ended December 31, 2022, we moved ten development properties totaling approximately 4.1 million square feet of GLA to our in-service portfolio at a total cost of approximately $447.8 million. Included in the total cost is $22.3 million of leasing commissions. The capitalization rate for these development projects, calculated using the estimated stabilized net operating income (excluding straight-line rent adjustments) divided by the total investment in the developed property is 6.6%. The placed in-service development projects have the following characteristics:
| Metropolitan Area | Number of Properties | GLA | Property Type | Occupancy at 12/31/22 | ||||||||||||||||||||||
| Central/Eastern Pennsylvania | 1 | 1,085,280 | Bulk Warehouse | 100% | ||||||||||||||||||||||
| Dallas/Ft. Worth, TX | 2 | 374,306 | Bulk Warehouse | 100% | ||||||||||||||||||||||
| Nashville, TN | 1 | 691,418 | Bulk Warehouse | 100% | ||||||||||||||||||||||
| New Jersey | 1 | 208,000 | Bulk Warehouse | 100% | ||||||||||||||||||||||
| Phoenix, AZ | 1 | 802,439 | Bulk Warehouse | 100% | ||||||||||||||||||||||
| South Florida | 3 | 591,940 | Bulk Warehouse | 100% | ||||||||||||||||||||||
| Southern California | 1 | 303,204 | Bulk Warehouse | 100% | ||||||||||||||||||||||
| Total | 10 | 4,056,587 | ||||||||||||||||||||||||
As of December 31, 2022, we substantially completed seven developments totaling approximately 2.1 million square feet of GLA. The estimated total investment for the seven developments is approximately $223.5 million, of which $178.0 million has been paid as of December 31, 2022. There can be no assurance that the actual completion cost for these developments will not exceed the estimated completion cost. The substantially completed developments have the following characteristics:
| Metropolitan Area | Number of Properties | GLA | Property Type | Occupancy at 12/31/22 | ||||||||||||||||||||||
| Central/Eastern Pennsylvania | 1 | 105,000 | Bulk Warehouse | 0% | ||||||||||||||||||||||
| Chicago, IL | 1 | 451,022 | Bulk Warehouse | 0% | ||||||||||||||||||||||
| Denver, CO | 2 | 787,585 | Bulk Warehouse | 0% | ||||||||||||||||||||||
| Nashville, TN | 1 | 500,240 | Bulk Warehouse | 0% | ||||||||||||||||||||||
| Seattle, WA | 1 | 128,426 | Bulk Warehouse | 0% | ||||||||||||||||||||||
| South Florida | 1 | 131,683 | Bulk Warehouse | 0% | ||||||||||||||||||||||
| Total | 7 | 2,103,956 | ||||||||||||||||||||||||
As of December 31, 2022, we have 14 development projects that are under construction totaling approximately 3.6 million square feet of GLA. The estimated total investment for the 14 development projects under construction is $556.2 million, of which $293.1 million has been paid as of December 31, 2022. There can be no assurance that the actual completion cost for these developments will not exceed the estimated completion cost. The development projects under construction have the following characteristics:
| Metropolitan Area | Number of Properties | GLA | Property Type | Anticipated Quarter of Building Completion | ||||||||||||||||||||||
| Central Florida | 4 | 347,157 | Bulk Warehouse, Regional Warehouse | Q1 2023 | ||||||||||||||||||||||
| South Florida | 2 | 417,148 | Bulk Warehouse | Q1 2023 | ||||||||||||||||||||||
| Central/Eastern Pennsylvania | 1 | 698,880 | Bulk Warehouse | Q2 2023 | ||||||||||||||||||||||
| Northern California | 1 | 37,056 | Regional Warehouse | Q2 2023 | ||||||||||||||||||||||
| South Florida | 1 | 56,399 | Regional Warehouse | Q3 2023 | ||||||||||||||||||||||
| Southern California | 4 | 1,022,887 | Bulk Warehouse, Regional Warehouse | Q3 2023 | ||||||||||||||||||||||
| Northern California | 1 | 1,015,791 | Bulk Warehouse | Q1 2024 | ||||||||||||||||||||||
Total (A) | 14 | 3,595,318 | ||||||||||||||||||||||||
(A) The 14 properties were 11% pre-leased at December 31, 2022.
24
Property Acquisitions
During the year ended December 31, 2022, we acquired 11 industrial properties and 134 acres of land located in our Central/Eastern Pennsylvania, Houston, Northern California, Seattle, South Florida and Southern California markets for an aggregate purchase price of approximately $299.1 million. The industrial properties were acquired at an expected stabilized capitalization rate of approximately 3.9%. The capitalization rate for these industrial property acquisitions was calculated using the estimated stabilized net operating income (excluding straight-line rent adjustments and above and below market lease amortization) and dividing it by the sum of the purchase price plus closing costs and estimated costs to stabilize the properties. The acquired industrial properties have the following characteristics:
| Metropolitan Area | Number of Properties | GLA | Property Type | Occupancy at 12/31/22 | ||||||||||||||||||||||
| Northern California | 1 | 14,935 | Regional Warehouse | 100% | ||||||||||||||||||||||
| Seattle, WA | 1 | 12,768 | Regional Warehouse | 100% | ||||||||||||||||||||||
| South Florida | 2 | 179,430 | Regional Warehouse | 100% | ||||||||||||||||||||||
| Southern California | 7 | 279,560 | Bulk Warehouse, Regional Warehouse | 100% | ||||||||||||||||||||||
| Total | 11 | 486,693 | ||||||||||||||||||||||||
Property Sales
During the year ended December 31, 2022, we sold nine industrial properties comprising approximately 2.2 million square feet of GLA, at a weighted average capitalization rate of 5.7%, and one land parcel for total gross sales proceeds of approximately $178.3 million. The capitalization rate for the nine industrial property sales is calculated by taking revenues of the property (excluding straight-line rent adjustments, lease inducement amortization and above and below market lease amortization) less operating expenses of the property for a period of the last twelve full months prior to sale and dividing the sum by the sales price of the property. The sold industrial properties have the following characteristics:
| Metropolitan Area | Number of Properties | GLA | Property Type | |||||||||||||||||
Cleveland, OH (A) | 6 | 1,228,629 | Bulk Warehouse | |||||||||||||||||
| Detroit, MI | 1 | 60,491 | Regional Warehouse | |||||||||||||||||
| Minneapolis/St. Paul, MN | 1 | 580,733 | Bulk Warehouse | |||||||||||||||||
Other (B) | 1 | 332,465 | Bulk Warehouse | |||||||||||||||||
| Total | 9 | 2,202,318 | ||||||||||||||||||
(A) With the sale of these properties, we exited the Cleveland, OH market.
(B) Property is located in Greenville, KY.
25
Tenant and Lease Information
We have a diverse base of approximately 1,000 tenants engaged in a wide variety of businesses including e-commerce, third-party logistics and transportation, consumer and other manufactured products, retail and consumer services, food and beverage, lumber and building materials, wholesale goods, health services, governmental and other. At December 31, 2022, our leases have a weighted average lease length of 7.4 years and the majority 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, insurance, property taxes and utilities. As of December 31, 2022, approximately 98.8% of the GLA of our in-service properties was leased, and no single tenant or group of related tenants accounted for more than 6.1% of our rent revenues, nor did any single tenant or group of related tenants occupy more than 5.6% of the total GLA of our in-service properties.
Leasing Activity
The following table provides a summary of our leasing activity for the year ended December 31, 2022. The table does not include month-to-month leases or leases with terms less than twelve months.
| Number of Leases Commenced | Square Feet Commenced (in 000's) | Net Rent Per Square Foot (A) | Straight Line Basis Rent Growth (B) | Weighted Average Lease Term (C) | Lease Costs Per Square Foot (D) | Weighted Average Tenant Retention (E) | |||||||||||||||||||||||||||||||||||
| New Leases | 97 | 2,921 | $8.51 | 48.9% | 6.1 | $6.06 | N/A | ||||||||||||||||||||||||||||||||||
| Renewal Leases | 120 | 5,914 | $7.45 | 40.3% | 5.0 | $1.84 | 71.2% | ||||||||||||||||||||||||||||||||||
| Development / Acquisition Leases | 24 | 4,451 | $8.37 | N/A | 9.8 | N/A | N/A | ||||||||||||||||||||||||||||||||||
Total / Weighted Average | 241 | 13,286 | $7.99 | 43.3% | 6.8 | $3.24 | 71.2% | ||||||||||||||||||||||||||||||||||
(A)Net rent is the average base rent calculated in accordance with GAAP, over the term of the lease.
(B)Straight Line basis rent growth is a ratio of the change in net rent (including straight-line rent adjustments) on a new or renewal lease compared to the net rent (including straight-line rent adjustments) of the comparable lease. New leases where there were no prior comparable leases are excluded.
(C)The lease term is expressed in years. Assumes no exercise of lease renewal options, if any.
(D)Lease costs are comprised of the costs incurred or capitalized for improvements of vacant and renewal spaces, as well as the commissions paid and costs capitalized for leasing transactions. Lease costs per square foot represent the total turnover costs expected to be incurred on the leases signed during the period and do not reflect actual expenditures for the period. First generation lease costs for development and acquisition properties are excluded.
(E)Represents the weighted average square feet of tenants renewing their respective leases.
The following table provides a summary of our leases that commenced during the year ended December 31, 2022, which included rent concessions during the lease term.
| Number of Leases With Rent Concessions | Square Feet (in 000's) | Rent Concessions | |||||||||||||||
| New Leases | 68 | 2,443 | $4,582 | ||||||||||||||
| Renewal Leases | 4 | 185 | $89 | ||||||||||||||
| Development / Acquisition Leases | 18 | 4,113 | $12,204 | ||||||||||||||
Total | 90 | 6,741 | $16,875 | ||||||||||||||
26
Lease Expirations
Fundamentals for the United States industrial real estate market remained favorable in 2022, despite continuing, albeit diminishing, supply chain disruptions and a slowdown in the overall U.S. economy. Inventory rebuilding following the peak of the COVID-19 pandemic, drove additional demand for logistics space from a range of industries. New industrial space continued to be developed throughout the year in response to this growth in demand. In 2022, incremental demand exceeded new supply. National vacancy levels remained low and overall industry conditions resulted in an environment supportive of rental rate growth in virtually all of our markets. Based on our recent experience, low levels of vacancy generally throughout our markets and the 2023 forecast of a leading national research company, we expect our average net rental rates for renewal leases on a cash basis to be higher than the expiring rates. For 2023, net rental rates for new leases on a cash basis on average are also expected to be higher than the comparative prior leases, primarily due to continued improvement in market conditions as compared to the conditions prevailing when the comparative leases were signed. The following table shows scheduled lease expirations for all signed leases in our in-service properties as of December 31, 2022.
Year of Expiration (A) | Number of Leases Expiring | GLA Expiring (B) | Percentage of GLA Expiring (B) | Annualized Base Rent Under Expiring Leases (In thousands) (C) | Percentage of Total Annualized Base Rent Expiring (C) | |||||||||||||||||||||||||||
| 2023 | 127 | 4,546,740 | 7.4% | 29,455 | 7.5% | |||||||||||||||||||||||||||
| 2024 | 179 | 7,356,534 | 11.9% | 44,676 | 11.4% | |||||||||||||||||||||||||||
| 2025 | 168 | 6,756,718 | 11.0% | 44,666 | 11.4% | |||||||||||||||||||||||||||
| 2026 | 162 | 8,530,320 | 13.8% | 51,590 | 13.2% | |||||||||||||||||||||||||||
| 2027 | 157 | 9,058,218 | 14.7% | 58,645 | 15.0% | |||||||||||||||||||||||||||
| 2028 | 79 | 6,464,743 | 10.5% | 41,924 | 10.7% | |||||||||||||||||||||||||||
| 2029 | 45 | 4,951,050 | 8.0% | 33,733 | 8.6% | |||||||||||||||||||||||||||
| 2030 | 29 | 2,687,634 | 4.4% | 18,130 | 4.6% | |||||||||||||||||||||||||||
| 2031 | 18 | 3,119,801 | 5.1% | 23,690 | 6.0% | |||||||||||||||||||||||||||
| 2032 | 21 | 4,082,700 | 6.6% | 24,864 | 6.3% | |||||||||||||||||||||||||||
| Thereafter | 14 | 4,075,605 | 6.6% | 20,740 | 5.3% | |||||||||||||||||||||||||||
| Total | 999 | 61,630,063 | 100% | $392,113 | 100% | |||||||||||||||||||||||||||
_______________
(A)Includes leases that expire on or after January 1, 2023 and assumes tenants do not exercise existing renewal, termination or purchase options.
(B)Does not include existing vacancies of 755,461 aggregate square feet and December 31, 2022 move outs of 513,854 aggregate square feet.
(C)Annualized base rent is calculated as monthly contractual base rent per the terms of the lease, as of December 31, 2022, multiplied by 12. If free rent is granted, then the first positive rent value is used.
| 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 our results of operations, financial position or liquidity.
| Item 4. | Mine Safety Disclosures | ||||
None.
27
PART II
| Item 5. | Market for Registrant's Common Equity / Partners' Capital, Related Stockholder / Unitholder 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 of the Company's common stock, which trades on the New York Stock Exchange under the trading symbol "FR" and the dividends declared per share for the Company's common stock and the distributions declared per Unit for the Operating Partnership's Units. There is no established public trading market for the Units.
| Quarter Ended | Closing High | Closing Low | Dividend/Distribution Declared | |||||||||||||||||
| December 31, 2022 | $50.68 | $43.82 | $0.295 | |||||||||||||||||
| September 30, 2022 | $55.62 | $44.14 | $0.295 | |||||||||||||||||
| June 30, 2022 | $65.32 | $46.13 | $0.295 | |||||||||||||||||
| March 31, 2022 | $65.01 | $56.31 | $0.295 | |||||||||||||||||
| December 31, 2021 | $66.48 | $53.08 | $0.270 | |||||||||||||||||
| September 30, 2021 | $56.69 | $52.08 | $0.270 | |||||||||||||||||
| June 30, 2021 | $53.91 | $46.92 | $0.270 | |||||||||||||||||
| March 31, 2021 | $47.39 | $40.64 | $0.270 | |||||||||||||||||
As of February 15, 2023, the Company had 327 common stockholders of record. The number of holders does not include individuals or entities who beneficially own shares but whose shares are held of record by a broker or clearing agency, but does include each such broker or clearing agency as one record holder. The Operating Partnership had 128 holders of record of Units registered with our transfer agent.
In order to comply with the REIT requirements of the Code, the Company is generally required to make common share distributions and preferred share distributions (other than capital gain distributions) to its shareholders in amounts that together at least equal i) the sum of a) 90% of the Company's "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.
Our dividend/distribution policy is determined by the Company's Board of Directors and is dependent on multiple factors, including cash flow and capital expenditure requirements, as well as ensuring that the Company meets the minimum distribution requirements set forth in the Code. The Company met the minimum distribution requirements with respect to 2022.
Holders of Units are entitled to receive distributions when, as and if declared by the Company's Board of Directors, after the priority distributions required under the Operating Partnership's partnership agreement have been made with respect to preferred partnership interests in the Operating Partnership out of any funds legally available for that purpose.
During the year ended December 31, 2022, the Operating Partnership issued 280,081 Limited Partner Units in connection with the issuance of equity compensation, inclusive of Limited Partner Units issued related to dividends accrued on the underlying common stock, to certain employees and directors. See Note 11 to the Consolidated Financial Statements for more information.
Subject to certain lock-up periods, holders of Limited Partner Units can redeem their Units by providing written notification to the General Partner of the Operating Partnership. Unless the General Partner provides notice of a redemption restriction to the holder, redemption must be made within seven business days after receipt of the holder's notice. The redemption can be effectuated, as determined by the General Partner, either by exchanging the Limited Partner Units for shares of common stock of the Company on a one-for-one basis, subject to adjustment, or by paying cash equal to the fair market value of such shares. Prior requests for redemption have generally been fulfilled with shares of common stock of the Company, and the Operating Partnership intends to continue this practice. If each Limited Partner Unit of the Operating Partnership were redeemed as of December 31, 2022, the Operating Partnership could satisfy its redemption obligations by making an aggregate cash payment of approximately $147.5 million or by issuing 3,055,766 shares of the Company's common stock.
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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 NAREIT Index represents the performance of our publicly traded REIT peers. The historical information set forth below is not necessarily indicative of future performance.
(A) | $100 invested on 12/31/17 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. | ||||
| 12/17 | 12/18 | 12/19 | 12/20 | 12/21 | 12/22 | ||||||||||||||||||||||||||||||
| FIRST INDUSTRIAL REALTY TRUST, INC. | $ | 100.00 | $ | 94.37 | $ | 139.05 | $ | 144.86 | $ | 232.24 | $ | 173.34 | |||||||||||||||||||||||
| S&P 500 | $ | 100.00 | $ | 95.62 | $ | 125.72 | $ | 148.85 | $ | 191.58 | $ | 156.89 | |||||||||||||||||||||||
| FTSE NAREIT Equity REITs | $ | 100.00 | $ | 95.38 | $ | 120.17 | $ | 110.56 | $ | 158.36 | $ | 119.78 | |||||||||||||||||||||||
_______________
(A) | 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. | ||||
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| Item 6. | Selected Financial Data | ||||
None.
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | ||||
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the sections of this Form 10-K titled "Forward-Looking Statements" and the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
Summary of 2022
Our operating results remained strong in 2022. Our year end in-service occupancy was 98.8%, which is a 70 basis point increase compared to our in-service occupancy at December 31, 2021. Also, during the year ended December 31, 2022, we grew cash rental rates by 26.7% on new and renewal leases. At December 31, 2022, we had 14 projects comprising 3.6 million square feet of GLA under development with an estimated investment of approximately $556 million. Additionally, we continue to position ourselves for future development activity by acquiring land located in our target markets.
In 2022, we completed the following significant real estate activities:
•We acquired 11 industrial properties comprised of approximately 0.5 million square feet of GLA located in our Northern California, Seattle, South Florida and Southern California markets for an aggregate purchase price of $137.1 million, excluding transaction costs. These properties were 100% leased at December 31, 2022. We additionally acquired three income-producing land parcels in our Northern California, Seattle and Southern California markets for an aggregate purchase price of $56.5 million, excluding transaction costs.
•We added to our development pipeline 116 acres of land located in our Central/Eastern Pennsylvania, Houston, Northern California, South Florida and Southern California markets for an aggregate purchase price of $105.5 million, excluding transaction costs.
•We placed in-service ten industrial properties comprising approximately 4.1 million square feet of GLA located in our Central/Eastern Pennsylvania, Dallas/Ft.Worth, Nashville, New Jersey, Phoenix, South Florida, and Southern California markets at an estimated total cost of $447.8 million. These properties were 100% leased at December 31, 2022.
•We commenced speculative development of 11 industrial buildings totaling 3.3 million square feet of GLA in our Central/Eastern Pennsylvania, Chicago, Denver, Lehigh Valley, Northern California, South Florida and Southern California markets.
•We sold nine industrial properties comprising approximately 2.2 million square feet of GLA and one land parcel for gross sales proceeds of $178.3 million.
•Our Joint Venture sold 391 acres of land located in Phoenix for gross proceeds of $255.3 million. Our pro-rata share of gain was $74.0 million and we earned an incentive fee of $27.6 million. These amounts exclude our minority partner's share that we consolidate and report in our financial statements as Noncontrolling Interest.
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We completed the following financing activities during the year ended December 31, 2022:
•We paid off $68.0 million in mortgage loans payable, increasing the percentage of our real estate that was unencumbered to 99.3% at December 31, 2022.
•We replaced our $260.0 million term loan that was scheduled to mature in September 2022 with a $425.0 million term loan that matures on October 18, 2027. Based on our current credit ratings and leverage and the related interest rate hedges with a notional value of $425.0 million that we entered into and commenced in October 2022, our all-in interest rate on this term loan is 3.64% at December 31, 2022.
•In November, we drew down the entire principal on a new $300.0 million term loan that matures in August, 2025 unless we extend the term, at our election, pursuant to two, one-year extension options at our election ("2022 Unsecured Term Loan II"). Based on our current credit ratings and leverage and the related interest rate hedges with a notional value of $300.0 million that we entered into and commenced in December 2022, our all-in interest rate on this term loan is 4.88% at December 31, 2022.
•We issued 218,230 shares of our common stock, through "at-the-market" ("ATM") offerings, resulting in net proceeds of $12.8 million.
•We declared an annual cash dividend of $1.18 per common share or Unit, an increase of 9.3% from 2021.
•At December 31, 2022, we had $604.1 million available for additional borrowings under our Unsecured Credit Facility and cash and cash equivalents and restricted cash was $132.2 million, after excluding our Joint Venture minority partner's share of cash and cash equivalents that we consolidate and report in our financial statements.
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Results of Operations
Comparison of Year Ended December 31, 2022 to Year Ended December 31, 2021
Our net income was $381.6 million and $277.2 million for the years ended December 31, 2022 and 2021, respectively.
The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the years ended December 31, 2022 and 2021. Same store properties are properties owned prior to January 1, 2021 and held as an in-service property through December 31, 2022 and developments and redevelopments that were placed in service prior to January 1, 2021. Properties which are at least 75% occupied at acquisition are placed in service, unless we anticipate the tenants to move out within the first two years of ownership. Acquisitions that are less than 75% occupied at the date of acquisition, developments and redevelopments are placed in service as they reach the earlier of a) stabilized occupancy (defined as 90% occupied), or b) one year subsequent to acquisition or development/redevelopment construction completion. Acquired properties with occupancy greater than 75% at acquisition, but with tenants that we anticipate will move out within two years of ownership, will be placed in service upon the earlier of reaching 90% occupancy or twelve months after move out. Properties are moved from the same store classification to the redevelopment classification when capital expenditures for a project are estimated to exceed 25% of the undepreciated gross book value of the property. Acquired properties are properties that were acquired subsequent to December 31, 2020 and held as an operating property through December 31, 2022. Sold properties are properties that were sold subsequent to December 31, 2020. (Re)Developments include developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, 2021; or b) stabilized prior to January 1, 2021. Other revenues are derived from the operations of properties not placed in service under one of the categories discussed above, the operations of our maintenance company and other miscellaneous revenues. Other property expenses are derived from the operations of properties not placed in service under one of the categories discussed above, the operations of our maintenance company, vacant land expenses and other miscellaneous regional expenses.
Our future financial condition and results of operations, including rental revenues, may be impacted by the future acquisition, (re)development and sale of properties. Our future revenues and expenses may vary materially from historical rates.
For the years ended December 31, 2022 and 2021, the average occupancy rates of our same store properties were 98.0% and 96.0%, respectively.
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| 2022 | 2021 | $ Change | % Change | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| REVENUES | |||||||||||||||||||||||
| Same Store Properties | $ | 474,602 | $ | 437,117 | $ | 37,485 | 8.6 | % | |||||||||||||||
| Acquired Properties | 8,034 | 1,126 | 6,908 | 613.5 | % | ||||||||||||||||||
| Sold Properties | 10,899 | 24,505 | (13,606) | (55.5) | % | ||||||||||||||||||
| (Re) Developments | 31,232 | 7,338 | 23,894 | 325.6 | % | ||||||||||||||||||
| Other | 15,162 | 6,204 | 8,958 | 144.4 | % | ||||||||||||||||||
| Total Revenues | $ | 539,929 | $ | 476,290 | $ | 63,639 | 13.4 | % | |||||||||||||||
Revenues from same store properties increased $37.5 million primarily due to an increase in rental rates and recoverable income from property expenses, an increase in occupancy and an insurance settlement gain of $1.4 million. Revenues from acquired properties increased $6.9 million due to the 15 industrial properties acquired subsequent to December 31, 2020 totaling approximately 0.7 million square feet of GLA. Revenues from sold properties decreased $13.6 million due to the 38 industrial properties sold subsequent to December 31, 2020 totaling approximately 5.1 million square feet of GLA. Revenues from (re)developments increased $23.9 million due to an increase in occupancy and tenant recoveries. Revenues from other increased $9.0 million due to revenues related to acquisitions that were not yet stabilized at December 31, 2020 and therefore are not yet included in the same store pool, revenues from income-producing land parcels for which our ultimate intent is to redevelop or develop in the future, joint venture development fees and interest income earned on our cash and cash equivalent balances.
| 2022 | 2021 | $ Change | % Change | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| PROPERTY EXPENSES | |||||||||||||||||||||||
| Same Store Properties | $ | 117,394 | $ | 112,431 | $ | 4,963 | 4.4 | % | |||||||||||||||
| Acquired Properties | 1,817 | 419 | 1,398 | 333.7 | % | ||||||||||||||||||
| Sold Properties | 2,405 | 5,180 | (2,775) | (53.6) | % | ||||||||||||||||||
| (Re) Developments | 6,659 | 2,078 | 4,581 | 220.5 | % | ||||||||||||||||||
| Other | 15,388 | 11,192 | 4,196 | 37.5 | % | ||||||||||||||||||
| Total Property Expenses | $ | 143,663 | $ | 131,300 | $ | 12,363 | 9.4 | % | |||||||||||||||
Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties increased $5.0 million primarily due to increases in real estate tax expense, repairs and maintenance, insurance and property management expense. Property expenses from acquired properties increased $1.4 million due to properties acquired subsequent to December 31, 2020. Property expenses from sold properties decreased $2.8 million due to properties sold subsequent to December 31, 2020. Property expenses from (re)developments increased $4.6 million primarily due to the substantial completion of developments. Property expenses from other increased $4.2 million primarily due to an increase in real estate tax expense related to land parcels purchased in 2021 and 2022 and an increase in certain miscellaneous expenses.
General and administrative expense remained relatively unchanged.
Joint Venture development services expense of $0.9 million for the year ended December 31, 2022, are expenses paid to a third party to assist with the development of properties in the Joint Venture for which we earn Joint Venture Fees.
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| 2022 | 2021 | $ Change | % Change | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| DEPRECIATION AND OTHER AMORTIZATION | |||||||||||||||||||||||
| Same Store Properties | $ | 123,688 | $ | 120,262 | $ | 3,426 | 2.8 | % | |||||||||||||||
| Acquired Properties | 3,962 | 720 | 3,242 | 450.3 | % | ||||||||||||||||||
| Sold Properties | 2,808 | 5,182 | (2,374) | (45.8) | % | ||||||||||||||||||
| (Re) Developments | 12,427 | 2,139 | 10,288 | 481.0 | % | ||||||||||||||||||
| Corporate Furniture, Fixtures and Equipment and Other | 4,535 | 2,650 | 1,885 | 71.1 | % | ||||||||||||||||||
| Total Depreciation and Other Amortization | $ | 147,420 | $ | 130,953 | $ | 16,467 | 12.6 | % | |||||||||||||||
Depreciation and other amortization from same store properties increased $3.4 million primarily due to improvements completed at our properties subsequent to December 31, 2021. Depreciation and other amortization from acquired properties increased $3.2 million due to properties acquired subsequent to December 31, 2020. Depreciation and other amortization from sold properties decreased $2.4 million due to properties sold subsequent to December 31, 2020. Depreciation and other amortization from (re)developments increased $10.3 million primarily due to an increase in depreciation and amortization related to completed developments. Depreciation from corporate furniture, fixtures and equipment and other increased $1.9 million due to depreciation and amortization related to properties acquired that were not yet stabilized at December 31, 2020 and therefore are not yet included in the same store pool.
For the year ended December 31, 2022, we recognized $128.3 million of gain on sale of real estate related to the sale of nine industrial properties comprising approximately 2.2 million square feet of GLA and one land parcel. For the year ended December 31, 2021, we recognized $150.3 million of gain on sale of real estate related to the sale of 29 industrial properties comprising approximately 2.9 million square feet of GLA and one land parcel.
Interest expense increased $4.9 million, or 11.1%, primarily due to an increase in the weighted average debt balance outstanding for the year ended December 31, 2022 ($1,917.4 million) as compared to the year ended December 31, 2021 ($1,631.9 million), offset by an increase in capitalized interest of $4.2 million caused by an increase in development projects eligible for capitalization during the year ended December 31, 2022 as compared to the year ended December 31, 2021, and a decrease in the weighted average interest rate for the year ended December 31, 2022 (3.41%) as compared to the year ended December 31, 2021 (3.45%).
Amortization of debt issuance costs decreased $0.2 million, or 6.9%, primarily due to mortgages paid off in 2021 and 2022.
Equity in income of Joint Ventures of $114.9 million for the year ended December 31, 2022 includes our pro-rata share of gain on sale of real estate by the Joint Venture of $84.1 million as well as incentive fees of $31.3 million we earned from the Joint Venture. These amounts include our partner's 6% interest in the Joint Venture that we consolidate and report within our financial statements. Equity in loss of Joint Ventures for the year ended December 31, 2021 was $0.2 million. However, during the year ended December 31, 2021, we deferred $10.2 million of equity in income and incentive fees earned from the sale of the remaining 138 acres of developable land from one of the Joint Ventures since the Company was the purchaser of the land. This deferral was netted against the basis of the land acquired.
Income tax expense increased $18.5 million, or 378.8%, primarily due to an increase in taxable gains and incentive fees one of our TRSs recognized from its share of equity in income from the Joint Ventures in the year ended December 31, 2022 compared to the year ended December 31, 2021.
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Comparison of Year Ended December 31, 2021 to Year Ended December 31, 2020
A discussion of changes in our results of operations between 2021 and 2020 can be found in "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Year Ended December 31, 2021 to Year Ended December 31, 2020" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Critical Accounting Policies
A critical accounting policy is one that involves an estimate or assumption that is subjective and requires management judgment about the effect of a matter that is inherently uncertain and material to an entity's financial condition and results of operations. Of the significant accounting policies discussed in Note 2 to the Consolidated Financial Statements, we believe the following policies relate to the more significant judgments and estimates used in the preparation of our consolidated financial statements:
•Acquisitions of Real Estate Assets: We allocate the purchase price of acquired real estate, including real estate acquired as a portfolio, based upon the fair value of the assets acquired and liabilities assumed, which generally consists of land, buildings, tenant improvements, construction in progress, leasing commissions and deferred lease intangible assets and liabilities. The purchase price is allocated to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. The determination of fair value includes the use of significant assumptions such as land comparables, discount rates, terminal capitalization rates and market rent assumptions. Acquired above and below market lease intangibles are valued based on the present value of the difference between prevailing market rental rates and the in-place rental rates measured over a period equal to the remaining term of the lease for above market leases or the remaining term of the lease plus the term of any below market fixed rate renewal options for below market leases. The purchase price is further allocated to in-place lease values based on an estimate of the lease revenue received during a reasonable lease-up period as if the property was vacant on the date of acquisition.
•Impairment of Real Estate Assets: We review the carrying value of our long-lived real estate assets for possible impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. The judgments regarding the existence of indicators of impairment are based on the operating performance, market conditions, as well as our ability to hold and our intent with regard to each property. The judgments regarding whether the carrying amounts of these assets may not be recoverable are based on estimates of future undiscounted cash flows from properties which include estimates of future operating performance and market conditions. If any real estate investment is considered permanently impaired, a loss is recorded to reduce the carrying value of the property to its estimated fair value. The impairment assessment and fair value measurement requires the use of estimates and assumptions related to the timing and amounts of cash flow projections, discount rates and terminal capitalization rates.
35
Liquidity and Capital Resources
Cash Flow Activity
The following table summarizes our cash flow activity for the Company for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| (In thousands) | ||||||||||||||
| Net cash provided by operating activities | $ | 410,943 | $ | 266,895 | ||||||||||
| Net cash used in investing activities | (629,108) | (416,823) | ||||||||||||
| Net cash provided by financing activities | 304,503 | 9,050 | ||||||||||||
The following table summarizes our cash flow activity for the Operating Partnership for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| (In thousands) | ||||||||||||||
| Net cash provided by operating activities | $ | 410,897 | $ | 267,030 | ||||||||||
| Net cash used in investing activities | (629,108) | (416,823) | ||||||||||||
| Net cash provided by financing activities | 304,549 | 8,915 | ||||||||||||
Changes in cash flow for the year ended December 31, 2022, compared to the prior year are described as follows:
Operating Activities: Cash provided by operating activities increased $144.0 million for the Company (increased $143.9 million for the Operating Partnership), primarily due to the following:
•increase in distributions from our Joint Ventures of $118.0 million in 2022 as compared to 2021 due to funds received from a sale of real estate from our Joint Venture;
•increase in net operating income from same store properties, acquired properties and recently developed properties of $57.3 million, offset by a decrease in net operating income due to the disposition of real estate of $10.8 million; and
•increase in accounts payable, accrued expenses, other liabilities, rents received in advance and security deposits due to timing of cash payments; offset by:
◦increase in tenant accounts receivable, prepaid expenses and other assets due to timing of cash receipts.
Investing Activities: Cash used in investing activities increased $212.3 million, primarily due to the following:
•increase of $160.7 million related to the acquisition and development of real estate as well as payments for improvements and leasing commissions in 2022 as compared to 2021; and
•decrease of $59.3 million in net proceeds received from the disposition of real estate in 2022 as compared to 2021; offset by:
◦increase in net proceeds of $3.9 million resulting from distributions from and contributions to our Joint Ventures in 2022 as compared to 2021;
◦increase of $1.5 million related to the collection of insurance settlement proceeds; and
◦decrease of $4.0 million in escrow deposits.
36
Financing Activities: Cash provided by financing activities increased $295.5 million for the Company (increased $295.6 million for the Operating Partnership), primarily due to the following:
•increase of $465.0 million in proceeds from refinancing the $260.0 million unsecured term loan with a $425.0 million unsecured term loan in 2022 and $300.0 million related to the new unsecured term loan we entered into in 2022; offset by:
◦decrease of $132.9 million related to net proceeds from the issuance of 218,230 shares of the Company's common stock under our ATM in 2022 as compared to the net proceeds from the issuance of 2,513,758 shares of the Company's common stock under our ATM in 2021;
◦increase in dividend and unit distributions of $15.6 million due to the Company increasing the dividend rate in 2022 as well as an increase in common shares and units outstanding;
◦decrease in net borrowings under our Unsecured Credit Facility of $15.0 million in 2022 as compared to 2021;
◦increase in repayments of mortgage loans payable of $5.0 million in 2022 compared to 2021; and
◦increase in net distributions to noncontrolling interests of $4.4 million in 2022 as compared to 2021.
Material Cash Requirements
At December 31, 2022, our combined restricted cash and cash and cash equivalents were $132.2 million, after excluding our Joint Venture partner's share of cash and cash equivalents that we consolidate and report in our financial statements. We also had $604.1 million available for additional borrowings under our Unsecured Credit Facility as of December 31, 2022.
We have considered our short-term (through December 31, 2023) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. We believe that our principal short-term liquidity needs are to fund normal recurring expenses, property acquisitions, developments, renovations, expansions and other nonrecurring capital improvements, debt service requirements, the minimum distributions required to maintain the Company's REIT qualification under the Code and distributions approved by the Company's Board of Directors. We anticipate that these needs will be met with cash flows provided by operating activities as well as the disposition of select assets. These needs may also be met by the issuance of other debt or equity securities, subject to market conditions or borrowings under our Unsecured Credit Facility.
We expect to meet long-term (after December 31, 2023) liquidity requirements such as property acquisitions, developments, scheduled debt maturities, major renovations, expansions and other nonrecurring capital improvements through long-term unsecured and secured indebtedness, the disposition of select assets and the issuance of additional equity or debt securities, subject to market conditions.
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We believe that we were in compliance with our financial covenants as of December 31, 2022, and we anticipate that we will be able to operate in compliance with our financial covenants in 2023. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our lenders and noteholders in a manner that could impose and cause us to incur material costs and our access to borrowings on our Unsecured Credit Facility may be limited if we fail to meet any of these covenants. Total debt, exclusive of unamortized debt issuance costs and unamortized discounts, at December 31, 2022 and 2021 is detailed below.
| Weighted Average Interest Rate at December 31, 2022 | Outstanding Balance at | Weighted Average Maturity in Years at December 31, 2022 | ||||||||||||||||||||||||
| December 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
Mortgage Loans Payable, Gross (A) | 4.17% | $ | 10,299 | $ | 79,764 | 5.7 | ||||||||||||||||||||
Senior Unsecured Notes, Gross | ||||||||||||||||||||||||||
Senior Unsecured Bonds (A) | 7.58% | 48,571 | 48,571 | 6.3 | ||||||||||||||||||||||
Private Placement Notes (A) | 3.66% | 950,000 | 950,000 | 7.0 | ||||||||||||||||||||||
| Subtotal | 998,571 | 998,571 | ||||||||||||||||||||||||
Unsecured Term Loans, Gross | ||||||||||||||||||||||||||
| 2015 Unsecured Term Loan | N/A | — | 260,000 | N/A | ||||||||||||||||||||||
2021 Unsecured Term Loan (B) | 1.84% | 200,000 | 200,000 | 3.5 | ||||||||||||||||||||||
2022 Unsecured Term Loan (C) | 3.64% | 425,000 | — | 4.8 | ||||||||||||||||||||||
2022 Unsecured Term Loan II (D) | 4.88% | 300,000 | — | 4.6 | ||||||||||||||||||||||
| Subtotal | 925,000 | 460,000 | ||||||||||||||||||||||||
Unsecured Credit Facility (E) | 5.16% | 143,000 | 79,000 | 3.5 | ||||||||||||||||||||||
| Total Debt | $ | 2,076,870 | $ | 1,617,335 | ||||||||||||||||||||||
(A) These loans have a fixed interest rate.
(B) The interest rate is based on one-month LIBOR plus a spread of 0.85%. We have interest rate swaps, with an aggregate notional value of $200.0 million, that effectively fix the LIBOR rate that results in an all-in interest rate of 1.84% at December 31, 2022. These interest rate swaps mature in February 2026.
(C) The interest rate is based on one-month SOFR plus a spread of 0.85% plus a SOFR adjustment of 0.10%. We have interest rate swaps, with an aggregate notional value of $425.0 million, that effectively fix the SOFR rate that results in an all-in interest rate of 3.64% at December 31, 2022. These interest rate swaps mature in September 2027.
(D) The interest rate is based on daily SOFR plus a spread of 0.85% plus a SOFR adjustment of 0.10%.We have interest rate swaps, with an aggregate notional value of $300.0 million, that effectively fix the SOFR rate that results in an all-in interest rate of 4.88% at December 31, 2022. These interest rate swaps mature in December 2025 ($150.0 million notional) and August 2027 ($150.0 million notional). Weighted average maturity reflected in the table above assumes we extended the maturity pursuant to two, one-year extension options, subject to certain conditions.
(E) The interest rate is a variable rate based on one-month LIBOR plus 77.5 basis points and a facility fee of 15 basis points. Our balance under our Unsecured Credit Facility changes depending on our cash needs and the interest rate and facility fee are each subject to adjustment based on our leverage and investment grade rating. Weighted average maturity reflected in the table above assumes we extended the maturity pursuant to two, six-month extension options, subject to certain conditions. As of February 15, 2023, we had approximately $610.1 million available for additional borrowings under our Unsecured Credit Facility.
As of December 31, 2022, our senior unsecured notes have been assigned credit ratings from Standard & Poor's, Moody's and Fitch Ratings of BBB/Stable, Baa2/Stable and BBB/Stable, respectively. A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the rating organization. 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.
38
Our other material cash requirements from known contractual and other obligations as of December 31, 2022 include an estimate of remaining payments on the completion of development projects under construction for the Company and our proportionate share of the Joint Venture of $263.1 million and $25.0 million, respectively, which includes all costs necessary to place the properties into service. The majority of these construction costs will need to be funded in one year or less.
Off-Balance Sheet Arrangements
At December 31, 2022, we had letters of credit and performance bonds outstanding amounting to $22.6 million in the aggregate. The letters of credit and performance bonds are not reflected as liabilities on our balance sheet. We have no other off-balance sheet arrangements 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 $1.0 million during the years ended December 31, 2022 and 2021, respectively, related to environmental expenditures. We estimate 2023 expenditures of approximately $2.0 million which has been accrued at December 31, 2022. We estimate that the aggregate expenditures which need to be expended in 2023 and beyond with regard to currently identified environmental issues will not exceed approximately $5.9 million which has been accrued at December 31, 2022.
Inflation
Prior to 2021, inflation had been low and had a minimal impact on the operating performance of our industrial properties in our markets of operation; however, inflation has significantly increased in 2021 and 2022 and may continue to be elevated or increase further. Many of our leases contain provisions designed to mitigate the adverse impact of inflation, including contractual rent escalations and requirements for tenants to pay their proportionate share of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties, thereby reducing our exposure to increases in property operating expenses resulting from inflation. However, under our leases we typically have exposure to increases in non-reimbursable property operating expenses, including expenses incurred related to vacant premises. In addition, we believe that some of the existing rental rates under our leases subject to renewal are below current market rates for comparable space and that upon renewal or re-leasing, such rates may be increased to be consistent with, or closer to, current market rates, which may also offset our exposure to inflationary expense pressures related to our leased properties. We also have exposure to inflation with respect to our development portfolio, as increases in materials and other costs related to our development activities make it more expensive to develop properties. With respect to our outstanding indebtedness, we periodically evaluate our exposure to interest rate fluctuations, and may continue to enter into derivatives that mitigate, but do not eliminate, the impact of changes in interest rates on our Unsecured Credit Facility.
Market Risk
The following discussion about our risk-management activities includes "forward-looking statements" that involve risk and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. Our business subjects us to market risk from interest rates, as described below.
Interest Rate Risk
The following analysis presents the hypothetical gain or loss in earnings, cash flows or fair value of the financial instruments and derivative instruments which are held by us at December 31, 2022 that are sensitive to changes in interest rates. While this analysis may have some use as a benchmark, it should not be viewed as a forecast.
In the normal course of business, we also face risks that are either non-financial or non-quantifiable. Such risks principally include credit risk and legal risk and are not represented in the following analysis.
39
The Financial Conduct Authority announced it intended to stop compelling banks to submit rates for the calculation of LIBOR after June 30, 2023. As a result, in the U.S., the Federal Reserve Board and the Federal Reserve Bank of New York identified the SOFR as its preferred alternative rate for USD LIBOR in debt and derivative financial instruments. As of December 31, 2022, our Unsecured Credit Facility, our 2021 Unsecured Term Loan and related interest rate swaps are indexed to LIBOR. Our loan documents contain provisions that contemplate alternative methods to determine the base rate applicable to our LIBOR-indexed debt to the extent LIBOR-indexed rates are not available. We plan to modify the affected debt agreements and the related interest rate swaps prior to June 2023 and do not anticipate the modifications will have a material impact on our Consolidated Financial Statements.
At December 31, 2022, $1,933.8 million or 93.1% of our total debt, excluding unamortized debt issuance costs, was fixed rate debt. As of the same date, $143.0 million or 6.9% of our total debt, excluding unamortized debt issuance costs, was variable rate debt. At December 31, 2021, $1,538.3 million or 95.1% of our total debt, excluding unamortized debt issuance costs, was fixed rate debt. As of the same date, $79.0 million or 4.9% of our total debt, excluding unamortized debt issuance costs, was variable rate debt. At December 31, 2022 and 2021, the fixed rate debt amounts include variable rate debt that has been effectively swapped to a fixed rate through the use of derivative instruments with an aggregate notional amount outstanding of $925.0 million and $460.0 million, respectively, that mitigate our exposure to our Unsecured Term Loans' variable interest rates, which are based on LIBOR and SOFR. 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. We designated all of the swaps related to our Unsecured Term Loans as cash flow hedges. Currently, we do not enter into financial instruments for trading or other speculative purposes. See Material Cash Requirements for further details on the derivative instruments. As of December 31, 2022 and 2021, the estimated fair value of our debt was approximately $1,945.4 million and $1,691.3 million, respectively, based on our estimate of the then-current market interest rates.
For fixed rate debt, changes in interest rates generally affect the fair value of the debt, but not our earnings or cash flows. Conversely, for variable rate debt, changes in the base interest rate used to calculate the all-in interest rate generally do not impact the fair value of the debt, but would affect our future earnings and cash flows. The interest rate risk and changes in fair market value of fixed rate debt generally do not have a significant impact on us until we are required to refinance such debt. See Note 4 to the Consolidated Financial Statements for a discussion of the maturity dates of our various fixed rate debt.
Our variable rate debt is subject to risk based upon prevailing market interest rates. If the LIBOR and SOFR rates relevant to our variable rate debt were to have increased 10%, we estimate that our interest expense during the years ended December 31, 2022 and 2021 would have increased by approximately $0.8 million and $0.01 million, respectively, based on our average outstanding floating-rate debt during the years ended December 31, 2022 and 2021. Additionally, if weighted average interest rates on our fixed rate debt were to have increased by 10% due to refinancing, interest expense would have increased by approximately $5.5 million and $5.6 million during the years ended December 31, 2022 and 2021.
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Supplemental Earnings Measure
Investors in and industry analysts following the real estate industry utilize funds from operations ("FFO") and net operating income ("NOI") as supplemental operating performance measures of an equity REIT. Historical cost accounting for real estate assets in accordance with accounting principles generally accepted in the United States of America ("GAAP") implicitly assumes that the value of real estate assets diminishes predictably over time through depreciation. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors prefer to supplement operating results that use historical cost accounting with measures such as FFO and NOI, among others. We provide information related to FFO and same store NOI ("SS NOI") both because such industry analysts are interested in such information, and because our management believes FFO and SS NOI are important performance measures. FFO and SS NOI are factors used by management in measuring our performance, including for purposes of determining the compensation of our executive officers under our 2022 incentive compensation plan.
Neither FFO nor SS NOI should be considered as a substitute for net income, or any other measures derived in accordance with GAAP. Neither FFO nor SS NOI represents cash generated from operating activities in accordance with GAAP and neither should be considered as an alternative to cash flow from operating activities as a measure of our liquidity, nor is either indicative of funds available for our cash needs, including our ability to make cash distributions.
Funds From Operations
The National Association of Real Estate Investment Trusts ("NAREIT") has recognized and defined for the real estate industry a supplemental measure of REIT operating performance, FFO, that excludes historical cost depreciation, among other items, from net income determined in accordance with GAAP. FFO is a non-GAAP financial measure. FFO is calculated by us in accordance with the definition adopted by the Board of Governors of NAREIT and therefore may not be comparable to other similarly titled measures of other companies.
Management believes that the use of FFO available to common stockholders and participating securities, combined with net income (which remains the primary measure of performance), improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management believes that, by excluding gains or losses related to sales of real estate assets, real estate asset depreciation and amortization and impairment of real estate, investors and analysts are able to identify the operating results of the long-term assets that form the core of a REIT's activity and use these operating results for assistance in comparing these operating results between periods or to those of different companies.
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The following table shows a reconciliation of net income available to common stockholders and participating securities to the calculation of FFO available to common stockholders and participating securities as follows:
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2019 | 2018 | |||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||
| Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities | $ | 359,134 | $ | 270,997 | $ | 195,989 | $ | 238,775 | $ | 163,239 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||
| Depreciation and Other Amortization of Real Estate | 146,448 | 130,062 | 128,814 | 120,516 | 115,659 | ||||||||||||||||||||||||
Impairment of Real Estate (A) | — | — | — | — | 2,285 | ||||||||||||||||||||||||
Gain on Sale of Real Estate (A) | (128,268) | (150,310) | (86,751) | (124,942) | (80,909) | ||||||||||||||||||||||||
Gain on Sale of Real Estate from Joint Ventures (A) | (115,024) | — | (4,443) | (16,714) | — | ||||||||||||||||||||||||
Income Tax Provision - Allocable to Gain on Sale of Real Estate, Including Joint Ventures (A) | 23,658 | 4,853 | 2,198 | 3,095 | — | ||||||||||||||||||||||||
| Noncontrolling Interest Share of Adjustments | 15,222 | 357 | (843) | 406 | (883) | ||||||||||||||||||||||||
Funds from Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities | $ | 301,170 | $ | 255,959 | $ | 234,964 | $ | 221,136 | $ | 199,391 | |||||||||||||||||||
(A) In December 2018, NAREIT issued a white paper restating the definition of FFO. The restated definition provides an option to include or exclude gains and losses as well as impairment of non-depreciable real estate if the sales are deemed incidental. Prior to January 1, 2019, we included gains and losses on sales and impairment of our non-depreciable real estate in our calculation of NAREIT FFO. On January 1, 2019, we adopted the restated definition of NAREIT FFO on a prospective basis and began excluding gains and losses on sales and impairment of our non-depreciable real estate that we deem incidental. We also exclude the same adjustments from our share of net income from unconsolidated joint ventures.
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Same Store Net Operating Income
SS NOI is a non-GAAP financial measure that provides a measure of rental operations and, as calculated by us, that does not factor in depreciation and amortization, general and administrative expense, interest expense, equity in income and loss from joint ventures, income tax benefit and provision and gains and losses on the sale of real estate. We define SS NOI as revenues minus property expenses such as real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses, minus the NOI of properties that are not same store properties and minus the impact of straight-line rent, the amortization of above/below market leases and lease termination fees. As so defined, SS NOI may not be comparable to same store net operating income or similar measures reported by other REITs that define same store properties or NOI differently. The major factors influencing SS NOI are occupancy levels, rental rate increases or decreases and tenant recoveries increases or decreases. Our success depends largely upon our ability to lease space and to recover the operating costs associated with those leases from our tenants.
The following table shows a reconciliation of the same store revenues and property expenses disclosed in the results of operations (and reconciled to revenues and expenses reflected on the statements of operations) to SS NOI for the years ended December 31, 2022 and 2021.
| Year Ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| (In thousands) | |||||||||||
| Same Store Revenues | $ | 474,602 | $ | 437,117 | |||||||
| Same Store Property Expenses | (117,394) | (112,431) | |||||||||
| Same Store Net Operating Income Before Same Store Adjustments | $ | 357,208 | $ | 324,686 | |||||||
| Same Store Adjustments: | |||||||||||
Straight-line Rent | (11,468) | (11,330) | |||||||||
Above (Below) Market Lease Amortization | (927) | (1,016) | |||||||||
Lease Termination Fees | (119) | (560) | |||||||||
| Same Store Net Operating Income | $ | 344,694 | $ | 311,780 | |||||||
Subsequent Events
From January 1, 2023 to February 15, 2023, we acquired one industrial building for a purchase price of approximately $6.0 million, excluding transaction costs.
| 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.
43
| Item 9A. | Controls and Procedures | ||||
First Industrial Realty Trust, Inc.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its 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 management, including the Company's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.
The Company carried out an evaluation, under the supervision and with the participation of management, including the Company's principal executive officer and principal financial officer, of the effectiveness of the design and operation of its 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, the Company's principal executive officer and principal financial officer concluded that its 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
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The 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.
Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2022. In making its assessment of internal control over financial reporting, management used the Internal Control-Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission.
Management has concluded that, as of December 31, 2022, the Company's internal control over financial reporting was effective.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2022 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 the Company's internal control over financial reporting that occurred during the fourth quarter of 2022 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
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First Industrial, L.P.
Evaluation of Disclosure Controls and Procedures
The Operating Partnership maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its 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 management, including the Company's principal executive officer and principal financial officer, on behalf of the Company in its capacity as the general partner of the Operating Partnership, as appropriate, to allow timely decisions regarding required financial disclosure.
The Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including the Company's principal executive officer and principal financial officer, on behalf of the Company in its capacity as the general partner of the Operating Partnership, of the effectiveness of the design and operation of the Operating Partnership's 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, the Company's principal executive officer and principal financial officer, on behalf of the Company in its capacity as the general partner of the Operating Partnership, concluded that the Operating Partnership's 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
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Operating Partnership'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.
Management has assessed the effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 2022. In making its assessment of internal control over financial reporting, management used the Internal Control-Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission.
Management has concluded that, as of December 31, 2022, the Operating Partnership's internal control over financial reporting was effective.
The effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 2022 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 the Operating Partnership's internal control over financial reporting that occurred during the fourth quarter of 2022 that has materially affected, or is reasonably likely to materially affect, the Operating Partnership's internal control over financial reporting.
| Item 9B. | Other Information | ||||
None.
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | ||||
Not applicable.
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PART III
| Item 10, 11, 12, 13 and 14. | Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Certain Relationships and Related Transactions and Director Independence and Principal Accountant Fees and Services | ||||
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.
PART IV
| Item 15. | Financial Statements, Financial Statement Schedule, and Exhibits | ||||
(a) Financial Statements, Financial Statement Schedule and Exhibits
(1 & 2) See Index to Financial Statements and Financial Statement Schedule.
(3) Exhibits: The Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index on page 47 to 49 of this report, which is incorporated herein by reference.
46
EXHIBIT INDEX
| Exhibits | Description | |||||||
47
| Exhibits | Description | |||||||
48
| Exhibits | Description | |||||||
| 101.1* | The following financial statements from First Industrial Realty Trust, Inc.'s and First Industrial L.P.'s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in XBRL: (i) Consolidated Balance Sheets (audited), (ii) Consolidated Statements of Operations (audited), (iii) Consolidated Statements of Comprehensive Income (audited), (iv) Consolidated Statement of Changes in Equity / Consolidated Statement of Changes in Partners' Capital (audited), (v) Consolidated Statements of Cash Flows (audited) and (vi) Notes to Consolidated Financial Statements (audited) | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
_______________
| * | Filed herewith. | ||||
| ** | Furnished herewith. | ||||
| † | Indicates a compensatory plan or arrangement contemplated by Item 15 a (3) of Form 10-K. | ||||
| Item 16. | Form 10-K Summary | ||||
Not applicable.
49
FIRST INDUSTRIAL REALTY TRUST, INC.
FIRST INDUSTRIAL, L.P.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
| Page | |||||
| First Industrial Realty Trust, Inc. and First Industrial, L.P. | |||||
Reports of Independent Registered Public Accounting Firm (PCAOB ID | |||||
| CONSOLIDATED FINANCIAL STATEMENTS | |||||
| First Industrial Realty Trust, Inc. | |||||
| First Industrial, L.P. | |||||
| First Industrial Realty Trust, Inc. and First Industrial, L.P. | |||||
| FINANCIAL STATEMENT SCHEDULE | |||||
| First Industrial Realty Trust, Inc. and First Industrial, L.P. | |||||
50
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of First Industrial Realty Trust, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of First Industrial Realty Trust, Inc. and its subsidiaries (the "Company") as of December 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, 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 the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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.
51
Definition and Limitations of Internal Control over Financial Reporting
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.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Purchase Price Allocation
As described in Notes 2 and 3 to the consolidated financial statements, upon acquisition of a property, management allocates 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, construction in progress, leasing commissions and lease intangibles including in-place lease assets and above market and below market lease assets and liabilities. The purchase price is allocated to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. The determination of fair value for tangible assets includes the use of significant assumptions such as land comparables, discount rates, terminal capitalization rates and market rent assumptions. The Company acquired 11 industrial properties for consideration of approximately $137.1 million, of which approximately $102.3 million was recorded to land and $32.0 million to building and improvements/construction in progress during the year ended December 31, 2022.
The principal considerations for our determination that performing procedures relating to purchase price allocation is a critical audit matter are (i) the significant judgment by management when determining the fair value estimates, which resulted in a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating evidence relating to the fair value of land and building and improvements/construction in progress, including the significant assumptions related to land comparables, discount rates, terminal capitalization rates and market rent; and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.
52
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the purchase price allocations, including controls over the valuation methods and significant assumptions for the tangible assets, such as land comparables, discount rates, terminal capitalization rates and market rent. These procedures also included, among others, (i) reading the purchase and sales agreements and (ii) testing management’s process for determining the fair value of land and building and improvements/construction in progress, (iii) testing the completeness and accuracy of the data used in the fair value estimates, (iv) evaluating the appropriateness of the valuation methods and (v) evaluating the reasonableness of significant assumptions related to land comparables, discount rates, terminal capitalization rates and market rent. Evaluating the significant assumptions relating to the land comparables, discount rates, terminal capitalization rates and market rent involved obtaining evidence to support the reasonableness of the assumptions, including whether the assumptions used were consistent with evidence obtained in other areas of the audit or third party market data. Professionals with specialized skill and knowledge were used to assist in obtaining audit evidence over land comparables.
/s/ PricewaterhouseCoopers LLP
February 15, 2023
We have served as the Company's auditor since 1993.
53
Report of Independent Registered Public Accounting Firm
To the Partners of First Industrial, L.P.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of First Industrial, L.P. and its subsidiaries (the "Operating Partnership") as of December 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income, of changes in partners' capital and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements"). We also have audited the Operating Partnership's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Operating Partnership's management is responsible for these consolidated financial statements, 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 the Operating Partnership's consolidated financial statements and on the Operating Partnership's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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.
54
Definition and Limitations of Internal Control over Financial Reporting
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.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Purchase Price Allocation
As described in Notes 2 and 3 to the consolidated financial statements, upon acquisition of a property, management allocates 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, construction in progress, leasing commissions and lease intangibles including in-place lease assets and above market and below market lease assets and liabilities. The purchase price is allocated to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. The determination of fair value for tangible assets includes the use of significant assumptions such as land comparables, discount rates, terminal capitalization rates and market rent assumptions. The Operating Partnership acquired 11 industrial properties for consideration of approximately $137.1 million, of which approximately $102.3 million was recorded to land and $32.0 million to building and improvements/construction in progress during the year ended December 31, 2022.
The principal considerations for our determination that performing procedures relating to purchase price allocation is a critical audit matter are (i) the significant judgment by management when determining the fair value estimates, which resulted in a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating evidence relating to the fair value of land and building and improvements/construction in progress, including the significant assumptions related to land comparables, discount rates, terminal capitalization rates and market rent; and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.
55
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the purchase price allocations, including controls over the valuation methods and significant assumptions for the tangible assets, such as land comparables, discount rates, terminal capitalization rates and market rent. These procedures also included, among others, (i) reading the purchase and sales agreements and (ii) testing management’s process for determining the fair value of land and building and improvements/construction in progress,(iii) testing the completeness and accuracy of the data used in the fair value estimates, (iv) evaluating the appropriateness of the valuation methods and (v) evaluating the reasonableness of significant assumptions related to land comparables, discount rates, terminal capitalization rates and market rent. Evaluating the significant assumptions relating to the land comparables, discount rates, terminal capitalization rates and market rent involved obtaining evidence to support the reasonableness of the assumptions, including whether the assumptions used were consistent with evidence obtained in other areas of the audit or third party market data. Professionals with specialized skill and knowledge were used to assist in obtaining audit evidence over land comparables.
/s/ PricewaterhouseCoopers LLP
February 15, 2023
We have served as the Operating Partnership's auditor since 1996.
56
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
| December 31, 2022 | December 31, 2021 | ||||||||||
| (In thousands, except share and per share data) | |||||||||||
| ASSETS | |||||||||||
| Assets: | |||||||||||
| Investment in Real Estate: | |||||||||||
| Land | $ | $ | |||||||||
| Buildings and Improvements | |||||||||||
| Construction in Progress | |||||||||||
| Less: Accumulated Depreciation | ( | ( | |||||||||
| Net Investment in Real Estate | |||||||||||
| Operating Lease Right-of-Use Assets | |||||||||||
| Cash and Cash Equivalents | |||||||||||
| Restricted Cash | |||||||||||
| Tenant Accounts Receivable | |||||||||||
| Investment in Joint Ventures | |||||||||||
| Deferred Rent Receivable | |||||||||||
| Deferred Leasing Intangibles, Net | |||||||||||
| Prepaid Expenses and Other Assets, Net | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Indebtedness: | |||||||||||
| Mortgage Loans Payable, Net | $ | $ | |||||||||
| Senior Unsecured Notes, Net | |||||||||||
| Unsecured Term Loans, Net | |||||||||||
| Unsecured Credit Facility | |||||||||||
| Accounts Payable, Accrued Expenses and Other Liabilities | |||||||||||
| Operating Lease Liabilities | |||||||||||
| Deferred Leasing Intangibles, Net | |||||||||||
| Rents Received in Advance and Security Deposits | |||||||||||
| Dividends and Distributions Payable | |||||||||||
Total Liabilities | |||||||||||
| Commitments and Contingencies (see Note 14) | |||||||||||
| Equity: | |||||||||||
| First Industrial Realty Trust Inc.'s Equity: | |||||||||||
Common Stock ($ | |||||||||||
| Additional Paid-in Capital | |||||||||||
| Retained Earnings (Distributions in Excess of Accumulated Earnings) | ( | ||||||||||
| Accumulated Other Comprehensive Income (Loss) | ( | ||||||||||
| Total First Industrial Realty Trust, Inc.'s Equity | |||||||||||
| Noncontrolling Interests | |||||||||||
Total Equity | |||||||||||
Total Liabilities and Equity | $ | $ | |||||||||
The accompanying notes are an integral part of the consolidated financial statements.
57
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||
| Revenues: | |||||||||||||||||
| Lease Revenue | $ | $ | $ | ||||||||||||||
| Joint Venture Fees | |||||||||||||||||
| Other Revenue | |||||||||||||||||
| Total Revenues | |||||||||||||||||
| Expenses: | |||||||||||||||||
| Property Expenses | |||||||||||||||||
| General and Administrative | |||||||||||||||||
| Joint Venture Development Services Expense | |||||||||||||||||
| Depreciation and Other Amortization | |||||||||||||||||
| Total Expenses | |||||||||||||||||
| Other Income (Expense): | |||||||||||||||||
| Gain on Sale of Real Estate | |||||||||||||||||
| Interest Expense | ( | ( | ( | ||||||||||||||
| Amortization of Debt Issuance Costs | ( | ( | ( | ||||||||||||||
| Total Other Income (Expense) | |||||||||||||||||
| Income from Operations Before Equity in Income (Loss) of Joint Ventures and Income Tax Provision | |||||||||||||||||
| Equity in Income (Loss) of Joint Ventures | ( | ||||||||||||||||
| Income Tax Provision | ( | ( | ( | ||||||||||||||
| Net Income | |||||||||||||||||
| Less: Net Income Attributable to the Noncontrolling Interests | ( | ( | ( | ||||||||||||||
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities | $ | $ | $ | ||||||||||||||
| Basic and Diluted Earnings Per Share: | |||||||||||||||||
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders | $ | $ | $ | ||||||||||||||
| Weighted Average Shares Outstanding - Basic | |||||||||||||||||
| Weighted Average Shares Outstanding - Diluted | |||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
58
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Net Income | $ | $ | $ | ||||||||||||||
| Acceleration of Derivative Instruments | |||||||||||||||||
| Mark-to-Market Gain (Loss) on Derivative Instruments | ( | ||||||||||||||||
| Amortization of Derivative Instruments | |||||||||||||||||
| Comprehensive Income | |||||||||||||||||
| Comprehensive Income Attributable to Noncontrolling Interests | ( | ( | ( | ||||||||||||||
Comprehensive Income Attributable to First Industrial Realty Trust, Inc. | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
59
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Common Stock | Additional Paid-in Capital | (Distributions in Excess of Accumulated Earnings) Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests | Total | ||||||||||||||||||||||||||||||
| Balance as of December 31, 2019 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||
| Net Income | — | — | — | ||||||||||||||||||||||||||||||||
| Other Comprehensive Loss | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| Issuance of Common Stock, Net of Issuance Costs | — | — | — | ||||||||||||||||||||||||||||||||
| Stock Based Compensation Activity | ( | — | |||||||||||||||||||||||||||||||||
Common Stock Dividends and Unit Distributions ($ | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||
| Conversion of Limited Partner Units to Common Stock | — | — | ( | ||||||||||||||||||||||||||||||||
| Contributions from Noncontrolling Interests | — | — | — | — | |||||||||||||||||||||||||||||||
| Reallocation—Additional Paid-in Capital | — | — | — | ( | |||||||||||||||||||||||||||||||
| Reallocation—Other Comprehensive Income | — | — | — | ( | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2020 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||
| Net Income | — | — | — | ||||||||||||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | ||||||||||||||||||||||||||||||||
| Issuance of Common Stock, Net of Issuance Costs | — | — | — | ||||||||||||||||||||||||||||||||
| Stock Based Compensation Activity | ( | — | |||||||||||||||||||||||||||||||||
Common Stock Dividends and Unit Distributions ($ | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||
| Conversion of Limited Partner Units to Common Stock | — | — | ( | ||||||||||||||||||||||||||||||||
| Contributions from Noncontrolling Interests | — | — | — | — | |||||||||||||||||||||||||||||||
| Reallocation—Additional Paid-in Capital | — | — | — | ( | |||||||||||||||||||||||||||||||
| Reallocation—Other Comprehensive Income | — | — | — | ( | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||
| Net Income | — | — | — | ||||||||||||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | ||||||||||||||||||||||||||||||||
| Issuance of Common Stock, Net of Issuance Costs | — | — | — | ||||||||||||||||||||||||||||||||
| Stock Based Compensation Activity | ( | — | |||||||||||||||||||||||||||||||||
Common Stock Dividends and Unit Distributions ($ | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||
| Conversion of Limited Partner Units to Common Stock | — | — | ( | ||||||||||||||||||||||||||||||||
| Contributions from Noncontrolling Interests | — | — | — | — | |||||||||||||||||||||||||||||||
| Distributions to Noncontrolling Interests | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Reallocation—Additional Paid-in Capital | — | — | — | ( | |||||||||||||||||||||||||||||||
| Reallocation—Other Comprehensive Income | — | — | — | ( | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
60
| FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||||||||
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||
| Net Income | $ | $ | $ | ||||||||||||||
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Amortization of Debt Issuance Costs | |||||||||||||||||
| Other Amortization, Including Equity Based Compensation | |||||||||||||||||
| Equity in (Income) Loss of Joint Ventures | ( | ( | |||||||||||||||
| Distributions from Joint Ventures | |||||||||||||||||
| Gain on Sale of Real Estate | ( | ( | ( | ||||||||||||||
| Gain on Involuntary Conversion | ( | ( | |||||||||||||||
| Straight-line Rental Income and Expense, Net | ( | ( | ( | ||||||||||||||
| (Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net | ( | ( | |||||||||||||||
| Increase (Decrease) in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits | ( | ||||||||||||||||
| Net Cash Provided by Operating Activities | |||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
| Acquisitions of Real Estate | ( | ( | ( | ||||||||||||||
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs | ( | ( | ( | ||||||||||||||
Net Proceeds from Sales of Investments in Real Estate, Including Sales-Type Lease Receivable | |||||||||||||||||
| Increase in Escrow Deposits | ( | ( | ( | ||||||||||||||
| Proceeds from Involuntary Conversion | |||||||||||||||||
| Contributions to and Investments in Joint Ventures | ( | ( | ( | ||||||||||||||
| Distributions from Joint Ventures | |||||||||||||||||
| Other Investing Activity | ( | ( | |||||||||||||||
| Net Cash Used in Investing Activities | ( | ( | ( | ||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
| Financing and Equity Issuance Costs | ( | ( | ( | ||||||||||||||
Proceeds from the Issuance of Common Stock, Net of Underwriter's Discount | |||||||||||||||||
| Tax Paid on Vested Equity Compensation | ( | ( | ( | ||||||||||||||
| Common Stock Dividends and Unit Distributions Paid | ( | ( | ( | ||||||||||||||
| Repayments on Mortgage Loans Payable | ( | ( | ( | ||||||||||||||
| Proceeds from Senior Unsecured Notes | |||||||||||||||||
| Proceeds from Unsecured Term Loans | |||||||||||||||||
| Proceeds from Unsecured Credit Facility | |||||||||||||||||
| Repayments on Unsecured Credit Facility | ( | ( | ( | ||||||||||||||
| Contributions from Noncontrolling Interests | |||||||||||||||||
| Distributions to Noncontrolling Interests | ( | ||||||||||||||||
| Net Cash Provided by Financing Activities | |||||||||||||||||
| Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | ( | ||||||||||||||||
| Cash, Cash Equivalents and Restricted Cash, Beginning of Year | |||||||||||||||||
| Cash, Cash Equivalents and Restricted Cash, End of Year | $ | $ | $ | ||||||||||||||
61
| FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) | |||||||||||||||||
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS: | |||||||||||||||||
| Interest Paid, Net of Interest Expense Capitalized | $ | $ | $ | ||||||||||||||
Interest Expense Capitalized in Connection with Development Activity and Joint Venture Investment | $ | $ | $ | ||||||||||||||
| Income Taxes Paid | $ | $ | $ | ||||||||||||||
| Cash Paid for Operating Lease Liabilities | $ | $ | $ | ||||||||||||||
| Supplemental Schedule of Non-Cash Operating Activities: | |||||||||||||||||
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets | $ | $ | $ | ||||||||||||||
| Supplemental Schedule of Non-Cash Investing and Financing Activities: | |||||||||||||||||
Common Stock Dividends and Unit Distributions Payable | $ | $ | $ | ||||||||||||||
| Exchange of Limited Partnership Units for Common Stock: | |||||||||||||||||
Noncontrolling Interest | $ | ( | $ | ( | $ | ( | |||||||||||
Common Stock | |||||||||||||||||
| Additional Paid-in Capital | |||||||||||||||||
Total | $ | $ | $ | ||||||||||||||
| Assumption of Other Assets in Connection with the Acquisition of Real Estate | $ | $ | $ | ||||||||||||||
| Assumption of Liabilities in Connection with the Acquisition of Real Estate | $ | $ | $ | ||||||||||||||
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate | $ | $ | $ | ||||||||||||||
| Tenant Improvements Funded by Tenant | $ | $ | $ | ||||||||||||||
| Write-off of Fully Depreciated Assets | $ | ( | $ | ( | $ | ( | |||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
62
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
| December 31, 2022 | December 31, 2021 | ||||||||||
| (In thousands, except Unit data) | |||||||||||
| ASSETS | |||||||||||
| Assets: | |||||||||||
| Investment in Real Estate: | |||||||||||
| Land | $ | $ | |||||||||
| Buildings and Improvements | |||||||||||
| Construction in Progress | |||||||||||
| Less: Accumulated Depreciation | ( | ( | |||||||||
Net Investment in Real Estate (including $ | |||||||||||
| Operating Lease Right-of-Use Assets | |||||||||||
| Cash and Cash Equivalents | |||||||||||
| Restricted Cash | |||||||||||
| Tenant Accounts Receivable | |||||||||||
| Investment in Joint Ventures | |||||||||||
| Deferred Rent Receivable | |||||||||||
| Deferred Leasing Intangibles, Net | |||||||||||
| Prepaid Expenses and Other Assets, Net | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES AND PARTNERS' CAPITAL | |||||||||||
| Liabilities: | |||||||||||
| Indebtedness: | |||||||||||
| Mortgage Loans Payable, Net | $ | $ | |||||||||
| Senior Unsecured Notes, Net | |||||||||||
| Unsecured Term Loans, Net | |||||||||||
| Unsecured Credit Facility | |||||||||||
| Accounts Payable, Accrued Expenses and Other Liabilities | |||||||||||
| Operating Lease Liabilities | |||||||||||
| Deferred Leasing Intangibles, Net | |||||||||||
| Rents Received in Advance and Security Deposits | |||||||||||
| Distributions Payable | |||||||||||
| Total Liabilities | |||||||||||
| Commitments and Contingencies (see Note 14) | |||||||||||
| Partners' Capital: | |||||||||||
| First Industrial L.P.'s Partners' Capital: | |||||||||||
General Partner Units ( | |||||||||||
Limited Partners Units ( | |||||||||||
| Accumulated Other Comprehensive Income (Loss) | ( | ||||||||||
| Total First Industrial L.P.'s Partners' Capital | |||||||||||
| Noncontrolling Interests | |||||||||||
| Total Partners' Capital | |||||||||||
| Total Liabilities and Partners' Capital | $ | $ | |||||||||
The accompanying notes are an integral part of the consolidated financial statements.
63
FIRST INDUSTRIAL L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||
| (In thousands, except per Unit data) | |||||||||||||||||
| Revenues: | |||||||||||||||||
| Lease Revenue | $ | $ | $ | ||||||||||||||
| Joint Venture Fees | |||||||||||||||||
| Other Revenue | |||||||||||||||||
| Total Revenues | |||||||||||||||||
| Expenses: | |||||||||||||||||
| Property Expenses | |||||||||||||||||
| General and Administrative | |||||||||||||||||
| Joint Venture Development Services Expense | |||||||||||||||||
| Depreciation and Other Amortization | |||||||||||||||||
| Total Expenses | |||||||||||||||||
| Other Income (Expense): | |||||||||||||||||
| Gain on Sale of Real Estate | |||||||||||||||||
| Interest Expense | ( | ( | ( | ||||||||||||||
| Amortization of Debt Issuance Costs | ( | ( | ( | ||||||||||||||
| Total Other Income (Expense) | |||||||||||||||||
| Income from Operations Before Equity in Income (Loss) of Joint Ventures and Income Tax Provision | |||||||||||||||||
| Equity in Income (Loss) of Joint Ventures | ( | ||||||||||||||||
| Income Tax Provision | ( | ( | ( | ||||||||||||||
| Net Income | |||||||||||||||||
| Less: Net Income Attributable to the Noncontrolling Interests | ( | ( | ( | ||||||||||||||
| Net Income Available to Unitholders and Participating Securities | $ | $ | $ | ||||||||||||||
| Basic Earnings Per Unit: | |||||||||||||||||
| Net Income Available to Unitholders | $ | $ | $ | ||||||||||||||
| Diluted Earnings Per Unit: | |||||||||||||||||
| Net Income Available to Unitholders | $ | $ | $ | ||||||||||||||
| Weighted Average Units Outstanding - Basic | |||||||||||||||||
| Weighted Average Units Outstanding - Diluted | |||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
64
FIRST INDUSTRIAL L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Net Income | $ | $ | $ | ||||||||||||||
| Acceleration of Derivative Instruments | |||||||||||||||||
| Mark-to-Market Gain (Loss) on Derivative Instruments | ( | ||||||||||||||||
| Amortization of Derivative Instruments | |||||||||||||||||
| Comprehensive Income | |||||||||||||||||
| Comprehensive Income Attributable to Noncontrolling Interests | ( | ( | ( | ||||||||||||||
Comprehensive Income Attributable to Unitholders | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
65
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
| General Partner Units | Limited Partner Units | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests | Total | |||||||||||||||||||||||||
| Balance as of December 31, 2019 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Net Income | — | ||||||||||||||||||||||||||||
| Other Comprehensive Loss | — | — | ( | — | ( | ||||||||||||||||||||||||
| Contribution of General Partner Units, Net of Issuance Costs | — | — | — | ||||||||||||||||||||||||||
| Stock Based Compensation Activity | — | — | |||||||||||||||||||||||||||
Unit Distributions ($ | ( | ( | — | — | ( | ||||||||||||||||||||||||
| Conversion of Limited Partner Units to General Partner Units | ( | — | — | ||||||||||||||||||||||||||
| Contributions from Noncontrolling Interests | — | — | — | ||||||||||||||||||||||||||
| Distributions to Noncontrolling Interests | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance as of December 31, 2020 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Net Income | — | ||||||||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | ||||||||||||||||||||||||||
| Contribution of General Partner Units, Net of Issuance Costs | — | — | — | ||||||||||||||||||||||||||
| Stock Based Compensation Activity | ( | — | — | ||||||||||||||||||||||||||
Unit Distributions ($ | ( | ( | — | — | ( | ||||||||||||||||||||||||
| Conversion of Limited Partner Units to General Partner Units | ( | — | — | ||||||||||||||||||||||||||
| Contributions from Noncontrolling Interests | — | — | — | ||||||||||||||||||||||||||
| Distributions to Noncontrolling Interests | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Net Income | — | ||||||||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | ||||||||||||||||||||||||||
| Contribution of General Partner Units, Net of Issuance Costs | — | — | — | ||||||||||||||||||||||||||
| Stock Based Compensation Activity | — | — | |||||||||||||||||||||||||||
Unit Distributions ($ | ( | ( | — | — | ( | ||||||||||||||||||||||||
| Conversion of Limited Partner Units to General Partner Units | ( | — | — | ||||||||||||||||||||||||||
| Contributions from Noncontrolling Interests | — | — | — | ||||||||||||||||||||||||||
| Distributions to Noncontrolling Interests | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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| FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||||||||
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||
| Net Income | $ | $ | $ | ||||||||||||||
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Amortization of Debt Issuance Costs | |||||||||||||||||
| Other Amortization, Including Equity Based Compensation | |||||||||||||||||
| Equity in (Income) Loss of Joint Ventures | ( | ( | |||||||||||||||
| Distributions from Joint Ventures | |||||||||||||||||
| Gain on Sale of Real Estate | ( | ( | ( | ||||||||||||||
| Gain on Involuntary Conversion | ( | ( | |||||||||||||||
Straight-line Rental Income and Expense, Net | ( | ( | ( | ||||||||||||||
| (Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net | ( | ( | |||||||||||||||
| Increase (Decrease) in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits | ( | ||||||||||||||||
| Net Cash Provided by Operating Activities | |||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
| Acquisitions of Real Estate | ( | ( | ( | ||||||||||||||
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs | ( | ( | ( | ||||||||||||||
Net Proceeds from Sales of Investments in Real Estate, Including Sales-Type Lease Receivable | |||||||||||||||||
| Increase in Escrow Deposits | ( | ( | ( | ||||||||||||||
| Proceeds from Involuntary Conversion | |||||||||||||||||
| Contributions to and Investments in Joint Ventures | ( | ( | ( | ||||||||||||||
| Distributions from Joint Ventures | |||||||||||||||||
| Other Investing Activity | ( | ( | |||||||||||||||
| Net Cash Used in Investing Activities | ( | ( | ( | ||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
| Financing and Equity Issuance Costs | ( | ( | ( | ||||||||||||||
| Contribution of General Partner Units | |||||||||||||||||
| Tax Paid on Vested Equity Compensation | ( | ( | ( | ||||||||||||||
| Unit Distributions Paid | ( | ( | ( | ||||||||||||||
| Contributions from Noncontrolling Interests | |||||||||||||||||
| Distributions to Noncontrolling Interests | ( | ( | ( | ||||||||||||||
| Repayments on Mortgage Loans Payable | ( | ( | ( | ||||||||||||||
| Proceeds from Senior Unsecured Notes | |||||||||||||||||
| Proceeds from Unsecured Term Loans | |||||||||||||||||
| Proceeds from Unsecured Credit Facility | |||||||||||||||||
| Repayments on Unsecured Credit Facility | ( | ( | ( | ||||||||||||||
| Net Cash Provided by Financing Activities | |||||||||||||||||
| Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | ( | ||||||||||||||||
| Cash, Cash Equivalents and Restricted Cash, Beginning of Year | |||||||||||||||||
| Cash, Cash Equivalents and Restricted Cash, End of Year | $ | $ | $ | ||||||||||||||
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| FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) | |||||||||||||||||
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS: | |||||||||||||||||
| Interest Paid, Net of Interest Expense Capitalized | $ | $ | $ | ||||||||||||||
Interest Expense Capitalized in Connection with Development Activity and Joint Venture Investment | $ | $ | $ | ||||||||||||||
| Income Taxes Paid | $ | $ | $ | ||||||||||||||
| Cash Paid for Operating Lease Liabilities | $ | $ | $ | ||||||||||||||
| Supplemental Schedule of Non-Cash Operating Activities: | |||||||||||||||||
| Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets | $ | $ | $ | ||||||||||||||
| Supplemental Schedule of Non-Cash Investing and Financing Activities: | |||||||||||||||||
| General and Limited Partner Unit Distributions Payable | $ | $ | $ | ||||||||||||||
| Exchange of Limited Partner Units for General Partner Units: | |||||||||||||||||
| Limited Partner Units | $ | ( | $ | ( | $ | ( | |||||||||||
| General Partner Units | |||||||||||||||||
Total | $ | $ | $ | ||||||||||||||
| Assumption of Other Assets in Connection with the Acquisition of Real Estate | $ | $ | $ | ||||||||||||||
| Assumption of Liabilities in Connection with the Acquisition of Real Estate | $ | $ | $ | ||||||||||||||
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate | $ | $ | $ | ||||||||||||||
| Tenant Improvements Funded by Tenant | $ | $ | $ | ||||||||||||||
| Write-off of Fully Depreciated Assets | $ | ( | $ | ( | $ | ( | |||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and Unit data)
1. Organization
First Industrial Realty Trust, Inc. (the "Company") is a self-administered and fully integrated real estate company which owns, manages, acquires, sells, develops and redevelops industrial real estate. The Company is a Maryland corporation organized on August 10, 1993 and a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code"). Unless stated otherwise or the context otherwise requires, the terms "we," "our" and "us" refer to the Company and its subsidiaries, including its operating partnership, First Industrial, L.P. (the "Operating Partnership"), and its consolidated subsidiaries.
We began operations on July 1, 1994. The Company's operations are conducted primarily through the Operating Partnership, of which the Company is the sole general partner (the "General Partner"), with an approximate 97.7 % and 97.8 % ownership interest ("General Partner Units") at December 31, 2022 and 2021, respectively. The Operating Partnership also conducts operations through several other limited partnerships (the "Other Real Estate Partnerships"), numerous limited liability companies ("LLCs") and certain taxable REIT subsidiaries ("TRSs"), the operating data of which, together with that of the Operating Partnership, is consolidated with that of the Company as presented herein. The Operating Partnership holds at least a 99 % limited partnership interest in each of the Other Real Estate Partnerships. The general partners of the Other Real Estate Partnerships are separate corporations, wholly-owned by the Company, each with at least a .01 % general partnership interest in the Other Real Estate Partnerships. The Company does not have any significant assets or liabilities other than its investment in the Operating Partnership and its 100 % ownership interest in the general partners of the Other Real Estate Partnerships. The Company's noncontrolling interest in the Operating Partnership of approximately 2.3 % and 2.2 % at December 31, 2022 and 2021, respectively, represents the aggregate partnership interest held by the limited partners thereof ("Limited Partner Units" and together with the General Partner Units, the "Units"). The limited partners of the Operating Partnership are persons or entities who contributed their direct or indirect interests in properties to the Operating Partnership in exchange for common Limited Partner Units of the Operating Partnership and/or recipients of RLP Units of the Operating Partnership (see Note 6) pursuant to the Company's stock incentive plan.
We also own an equity interest in, and provide various services to a joint venture (the "Joint Venture"), through a wholly-owned TRS of the Operating Partnership. The Joint Venture, like previous joint venture arrangements, is accounted for under the equity method of accounting and the operating data associated with the Joint Venture is not consolidated with that of the Company or the Operating Partnership as presented herein. See Note 5 for more information.
Profits, losses and distributions of the Operating Partnership, the LLCs, the Other Real Estate Partnerships, the TRSs and the Joint Ventures are allocated to the general partner and the limited partners, the members or the shareholders, as applicable, of such entities in accordance with the provisions contained within their respective organizational documents.
As of December 31, 2022, we owned 426 industrial properties located in 18 states, containing an aggregate of approximately 65.3 million square feet of gross leasable area ("GLA"). Of the 426 properties owned on a consolidated basis, none of them are directly owned by the Company.
Any references to the number of industrial properties and square footage in the financial statement footnotes are unaudited.
69
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements at December 31, 2022 and 2021 and for each of the years ended December 31, 2022, 2021 and 2020 include the accounts and operating results of the Company and the Operating Partnership. All intercompany transactions have been eliminated in consolidation.
Use of Estimates
In order to conform with generally accepted accounting principles ("GAAP"), in preparation of our consolidated financial statements we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of December 31, 2022 and 2021, and the reported amounts of revenues and expenses for each of the years ended December 31, 2022, 2021 and 2020. 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. We maintain cash and cash equivalents in banking institutions that may exceed amounts insured by the Federal Deposit Insurance Corporation. We have not realized any losses of such cash investments or accounts and mitigate risk by using nationally recognized banking institutions.
Restricted Cash
Restricted cash includes cash held in escrow in connection with gross proceeds from the sales of certain industrial properties. These sales proceeds will be disbursed as we exchange into properties under Section 1031 of the Code or will be returned to us after the mandatory time period has expired. The carrying amount approximates fair value due to the short term maturity of these investments. For purposes of our consolidated statements of cash flows, changes in restricted cash are aggregated with cash and cash equivalents.
Investment in Real Estate and Depreciation
Investment in real estate is carried at cost, less accumulated depreciation and amortization. We review our properties on a quarterly basis for impairment and provide a provision if impairments exist. 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, a decline in general market conditions or a change in the expected hold period of an asset or asset group). The judgments regarding the existence of indicators of impairment are based on the operating performance, market conditions, as well as our ability to hold and our intent with regard to each property. 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. Estimated future net cash flows are based on estimates of future operating performance and market conditions. If the sum of the expected future net cash flows (undiscounted and without interest charges) is less than the carrying amount of the property or group of properties, we will recognize an impairment loss equal to the amount in which carrying value exceeds the estimated fair value of the property or group of properties. The assessment of fair value requires the use of estimates and assumptions relating to the timing and amounts of cash flow projections, discount rates and terminal capitalization rates.
We generally classify certain properties and related assets and liabilities as held for sale when the sale of an asset has been duly approved by management, a legally enforceable contract has been executed and the buyer's due diligence period, if any, has expired. At such time, the respective assets and liabilities are presented separately on the consolidated balance sheets. Upon held for sale classification, we cease depreciation and value the properties at the lower of depreciated cost or fair value, less costs to dispose.
Interest costs, real estate taxes, compensation costs of development personnel and other directly related costs incurred during construction periods are capitalized to development projects from the point we begin undergoing activity necessary to get the development ready for its intended use. Interest is capitalized using the weighted average borrowing rate during the construction period. Upon substantial completion, we reclassify construction in progress to building and tenant improvements and commence depreciation.
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Depreciation expense is computed using the straight-line method based on the following useful lives:
| Years | |||||
| Buildings and Improvements | |||||
| Land Improvements | |||||
| Furniture, Fixtures and Equipment | |||||
| Tenant Improvements | Lease Term | ||||
Construction expenditures for tenant improvements, leasehold improvements and leasing commissions (inclusive of incentive compensation costs of personnel directly attributable to executed leases) are capitalized and amortized over the terms of each specific lease. Repairs and maintenance are charged to expense when incurred. Expenditures for improvements are capitalized.
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, construction in progress, leasing commissions and lease intangibles including in-place lease assets and above market and below market lease assets and liabilities. 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. The determination of fair value includes the use of significant assumptions such as land comparables, discount rates, terminal capitalization rates and market rent assumptions. Acquired above and below market lease intangibles are valued based on the present value of the difference between prevailing market rental rates and the in-place rental rates measured over a period equal to the remaining term of the lease for above market leases or the remaining term of the lease plus the term of any below market fixed rate renewal options for below market leases. The value of above and below market lease intangibles, which are included as assets or liabilities in the line item Deferred Leasing Intangibles, Net are amortized as an increase or decrease to rental revenue over the remaining initial lease term, plus the term of any below market fixed rate renewal options of the respective leases.
The purchase price is further allocated to in-place lease values based on an estimate of the lease revenue received during a reasonable lease-up period as if the property was vacant on the date of acquisition. The value of in-place lease intangibles, which are included in the line item Deferred Leasing Intangibles, Net are amortized over the remaining initial lease term (including expected renewal periods) as adjustments to depreciation and other amortization expense. If a tenant fully terminates its lease early, the unamortized portion of the tenant improvements, leasing commissions, above and below market intangibles and the in-place lease value is immediately accelerated and fully amortized on the date of the termination.
As defined by GAAP, a business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to investors or other owners, members or participants. Our typical acquisitions consist of properties whereby substantially all the fair value or gross assets acquired is concentrated in a single asset (land, building, construction in progress and in-place leases) and, therefore, will be accounted for as asset acquisitions, which permits the capitalization of transaction costs to the basis of the acquired property.
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Deferred leasing intangibles, net of accumulated amortization, included in our total assets and total liabilities consist of the following:
| December 31, 2022 | December 31, 2021 | ||||||||||
| In-Place Leases | $ | $ | |||||||||
| Above Market Leases | |||||||||||
| Below Market Ground Lease Obligation | |||||||||||
| Tenant Relationships | |||||||||||
Total Included in Total Assets, Net of $ | $ | $ | |||||||||
| Below Market Leases | $ | $ | |||||||||
Total Included in Total Liabilities, Net of $ | $ | $ | |||||||||
Amortization expense related to in-place leases and tenant relationships was $6,098 , $4,498 and $8,201 for the years ended December 31, 2022, 2021 and 2020, respectively. For the years ended December 31, 2022, 2021 and 2020, lease revenue increased by $2,679 , $1,442 and $1,962 , respectively, related to net amortization of above and below market leases. We will recognize net amortization expense related to deferred leasing intangibles over the next five years for properties owned as of December 31, 2022 as follows:
| Estimated Amortization of In-Place Leases and Tenant Relationships | Estimated Net Increase to Rental Revenues Related to Above and Below Market Leases | ||||||||||
| 2023 | $ | $ | |||||||||
| 2024 | $ | $ | |||||||||
| 2025 | $ | $ | |||||||||
| 2026 | $ | $ | |||||||||
| 2027 | $ | $ | |||||||||
Debt Issuance Costs
Debt issuance 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. Unamortized debt issuance costs are written-off when debt is retired before the maturity date. Debt issuance costs are presented as a direct deduction from the carrying amount of the respective debt liability, consistent with debt discounts, except for the debt issuance costs related to the unsecured credit facility which are included in the line item Prepaid Expenses and Other Assets, Net on the consolidated balance sheets.
Investment in Joint Ventures
Investment in joint ventures represents a noncontrolling equity interest in joint venture arrangements. We have determined to account for our investment in the 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 ("VIEs"). Under the equity method of accounting, our share of earnings or losses of the joint ventures is reflected in income as earned and contributions or distributions increase or decrease our investment in joint ventures as paid or received, respectively. Differences between our carrying value of our investment in the joint ventures and our underlying equity in such joint ventures are amortized and included as an adjustment to our equity in income (loss) or recognized, either in whole or in part, during the period that real estate assets are sold from the Joint Venture.
We account for our interests in the Joint Ventures using the hypothetical liquidation at book value model. Under this method, we record our Equity in Income (Loss) of Joint Ventures based on our proportionate share of the Joint Venture's earnings based on our ownership interest, after giving effect to incentive fees which we are entitled to receive.
72
Noncontrolling Interests
Limited Partner Units are reported within Partners' Capital in the Operating Partnership's balance sheet as of December 31, 2022 and 2021 because they are not redeemable for cash or other assets (a) at a fixed or determinable date, (b) at the option of the Unitholder or (c) upon the occurrence of an event that is not solely within the control of the Operating Partnership. Redemption can be effectuated, as determined by the General Partner, either by exchanging the Units for shares of common stock of the Company on a one-for-one basis, subject to adjustment, or by paying cash equal to the fair market value of such shares.
The Operating Partnership is the only significant asset of the Company and economic, fiduciary and contractual means align the interests of the Company and the Operating Partnership. The Company's Board of Directors and officers of the Company direct the Company to act when acting in its capacity as sole general partner of the Operating Partnership. Because of this, the Operating Partnership is deemed to have effective control of the form of redemption consideration. As of December 31, 2022, all criteria were met for the Operating Partnership to control the actions or events necessary to issue the maximum number of the Company's common shares required to be delivered upon redemption of all remaining Limited Partner Units.
Through a wholly-owned TRS of the Operating Partnership, we own a 43 % interest in the Joint Venture that is accounted for under the equity method of accounting. Our ownership interest in the Joint Venture is held through a partnership with a third party ("Joint Venture Partnership"). We concluded that we hold the power to direct the activities that most significantly impact the economic performance of the Joint Venture Partnership. As a result, we consolidate the Joint Venture Partnership, which holds an aggregate 49 % interest in the Joint Venture and reflect the third party's interest in the joint venture as Noncontrolling Interests within the financial statements of the Company and Operating Partnership. See Note 5.
Stock Based Compensation
We measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense over the period during which an employee is required to provide service in exchange for the award, generally the vesting period.
Revenue Recognition
We lease our properties to tenants under agreements that are classified as leases. We recognize, as rental income, the total minimum lease payments under the leases on a straight-line basis over the lease term. Generally, under the terms of our leases, the majority of property operating expenses, including real estate taxes, insurance, and other property operating expenses are recovered from our tenants and recognized as tenant recovery revenue in the same period we incur the related expenses. As the timing and straight-line pattern of transfer to the lessee for rental revenue and the associated rental recoveries are the same and our leases qualify as operating leases, we account for the present rental revenue and tenant recovery revenue as a single component under Lease Revenue.
We assess the collectibility of lease receivables (including future minimum rental payments) both at commencement and throughout the lease term. If we conclude that collection of lease payments is not probable at lease commencement, we will recognize lease payments only as they are received. If our assessment of collectibility changes during the lease term, any difference between the revenue that would have been received under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to Lease Revenue and revenue will subsequently be accounted for on a cash basis until such time that collection of future rent is deemed probable.
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If a lease provides for tenant improvements, we determine whether we or the tenant is the owner of the tenant improvements. When we are the owner of the tenant improvements, any tenant improvements funded by the tenant are treated as lease payments which are deferred and amortized as revenue over the lease term. When the tenant is the owner of the tenant improvements, we record any tenant improvement allowance funded as a lease inducement and amortize it as a reduction of revenue over the lease term.
We recognize fees received from tenants to fully terminate their lease prior to the contractual end date on a straight-line basis from the notification date through the revised lease end date.
Lessee Accounting
We are a lessee on a limited number of ground and office leases and these operating lease agreements are included within Operating Lease Right-of-Use Assets ("ROU") and Operating Lease Liabilities on the consolidated balance sheets. We elected the practical expedient to combine our lease and related nonlease components for our lessee building leases. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Our variable lease payments consist of nonlease services related to the lease. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of our leases do not provide an implicit rate, we use information available at lease commencement to estimate an appropriate incremental borrowing rate on a fully-collateralized basis to determine the present value of lease payments. ROU assets also include any future minimum lease payments made and exclude lease incentives. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.
Gain on Sale of Real Estate
Asset sales are generally recognized when control of the asset being sold is transferred to the buyer. As the assets are sold, their costs and related accumulated depreciation, if any, are derecognized with resulting gains or losses reflected in net income. Estimated future costs to be incurred by us after completion of each sale are accrued and included in the determination of the gain on sales.
When leases contain purchase options, we assess the probability that the tenant will execute the purchase option both at lease commencement or at the time the tenant communicates their intent to execute the purchase option. If we determine the execution of the purchase option is likely, we will account for the lease as a sales-type lease and derecognize the associated real estate assets on our balance sheet and record a gain or loss on sale.
Income Taxes
The Company has elected to be taxed as a REIT under the Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement to distribute at least 90 % of its adjusted taxable income to its stockholders. Management intends to continue to adhere to these requirements and to maintain the Company's REIT status. As a REIT, the Company is entitled to a tax deduction for some or all of the dividends it pays to shareholders. Accordingly, the Company generally will not be subject to federal income taxes as long as it currently distributes to shareholders an amount equal to or in excess of the Company's taxable income. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes and may not be able to qualify as a REIT for four subsequent taxable years.
REIT qualification reduces, but does not eliminate, the amount of state and local taxes we pay. In addition, certain activities that we undertake may be conducted by entities which have elected to be treated as a TRS. TRSs are subject to federal, state and local income taxes. A benefit or provision has been made for federal, state and local income taxes in the accompanying consolidated financial statements.
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Earnings Per Share and Earnings Per Unit ("EPS" and "EPU")
We use the two-class method of computing earnings per common share or Unit, which is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Basic net income per common share or Unit is computed by dividing net income available to common stockholders or Unitholders by the weighted average number of common shares or Units outstanding for the period. Diluted net income per common share or Unit is computed by dividing net income available to common stockholders or Unitholders by the sum of the weighted average number of common shares or Units outstanding and any dilutive non-participating securities for the period.
Derivative Financial Instruments
During the normal course of business, we have used derivative instruments for the purpose of managing interest rate risk on anticipated offerings of long term debt. Receipts or payments that result from the settlement of derivative instruments 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 is included in interest expense. Receipts or payments resulting from derivative instruments used to convert floating rate debt to fixed rate debt are recognized as a component of interest expense.
Fair Value
GAAP establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants. The guidance establishes a hierarchy for inputs used in measuring fair value based on observable and unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions of pricing the asset or liability based on the best information available in the circumstances. We estimate fair value using available market information and valuation methodologies we believe to be appropriate for these purposes. The fair value hierarchy consists of the following three broad levels:
•Level 1 - quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;
•Level 2 - inputs other than quoted prices within Level 1 that are either directly or indirectly observable for the asset or liability; and
•Level 3 - unobservable inputs in which little or no market data exists for the asset or liability.
Our assets and liabilities that are measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that we would realize on disposition.
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Segment Reporting
Management views the Company, inclusive of the Operating Partnership, as a single segment based on its method of internal reporting.
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3. Investment in Real Estate
Acquisitions
The following table summarizes our acquisition of industrial properties and land parcels for the years ended December 31, 2022, 2021 and 2020. We accounted for the properties and land parcels as asset acquisitions and therefore capitalized transaction costs to the basis of the acquired assets. The revenue and net income associated with the acquisition of the industrial properties, since their respective acquisition dates, are not significant for years ended December 31, 2022, 2021 or 2020.
| Year Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Number of Industrial Properties Acquired | |||||||||||||||||
| GLA (in millions) | |||||||||||||||||
| Purchase Price of Industrial Properties Acquired | $ | $ | $ | ||||||||||||||
Purchase Price of Income Producing Land Parcels Acquired (A) | |||||||||||||||||
Purchase Price of Land Parcels Acquired (B) | |||||||||||||||||
Total Purchase Price (C) | $ | $ | $ | ||||||||||||||
(A) For the year ended December 31, 2022, includes $11,676 , $1,577 , $3,850 and ($4,950 ) allocated to building improvements/construction in progress, other assets, in-place leases and below market leases, respectively.
(B) For the year ended December 31, 2021, includes $3,857 , $1,434 and $183 allocated to building improvements/construction in progress, other assets and in-place leases, respectively.
(C) Purchase price excludes closing costs.
The following table summarizes the fair value of amounts recognized for each major class of asset and liability for the industrial properties and land parcels acquired during the years ended December 31, 2022 and 2021:
| Year Ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Land | $ | $ | |||||||||
| Building and Improvements/Construction in Progress | |||||||||||
| Other Assets | |||||||||||
| In-Place Leases | |||||||||||
| Above Market Leases | |||||||||||
| Below Market Leases | ( | ||||||||||
Total Purchase Price | $ | $ | |||||||||
Sales
The following table summarizes our property and land dispositions for the years ended December 31, 2022, 2021 and 2020:
| Year Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
Number of Industrial Properties Sold (A) | |||||||||||||||||
GLA (in millions)(B) | |||||||||||||||||
Gross Proceeds from the Sale of Real Estate (B) | $ | $ | $ | ||||||||||||||
Gain on Sale of Real Estate (B) | $ | $ | $ | ||||||||||||||
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4. Indebtedness
The following table discloses certain information regarding our indebtedness:
| Outstanding Balance at | Interest Rate at December 31, 2022 | Effective Interest Rate at Issuance | Maturity Date | ||||||||||||||||||||||||||
| December 31, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||
| Mortgage Loans Payable, Gross | $ | $ | |||||||||||||||||||||||||||
| Unamortized Debt Issuance Costs | ( | ||||||||||||||||||||||||||||
| Mortgage Loans Payable, Net | $ | $ | |||||||||||||||||||||||||||
| Senior Unsecured Notes, Gross | |||||||||||||||||||||||||||||
| 2027 Notes | |||||||||||||||||||||||||||||
| 2028 Notes | |||||||||||||||||||||||||||||
| 2032 Notes | |||||||||||||||||||||||||||||
| 2027 Private Placement Notes | |||||||||||||||||||||||||||||
| 2028 Private Placement Notes | |||||||||||||||||||||||||||||
| 2029 Private Placement Notes | |||||||||||||||||||||||||||||
| 2029 II Private Placement Notes | |||||||||||||||||||||||||||||
| 2030 Private Placement Notes | |||||||||||||||||||||||||||||
| 2030 II Private Placement Notes | |||||||||||||||||||||||||||||
| 2032 Private Placement Notes | |||||||||||||||||||||||||||||
| Subtotal | $ | $ | |||||||||||||||||||||||||||
| Unamortized Debt Issuance Costs | ( | ( | |||||||||||||||||||||||||||
| Unamortized Discounts | ( | ( | |||||||||||||||||||||||||||
| Senior Unsecured Notes, Net | $ | $ | |||||||||||||||||||||||||||
Unsecured Term Loans, Gross | |||||||||||||||||||||||||||||
2015 Unsecured Term Loan | N/A | N/A | N/A | ||||||||||||||||||||||||||
2021 Unsecured Term Loan (A) | N/A | ||||||||||||||||||||||||||||
2022 Unsecured Term Loan (A) | N/A | ||||||||||||||||||||||||||||
2022 Unsecured Term Loan II (A)(B) | N/A | ||||||||||||||||||||||||||||
| Subtotal | $ | $ | |||||||||||||||||||||||||||
| Unamortized Debt Issuance Costs | ( | ( | |||||||||||||||||||||||||||
Unsecured Term Loans, Net | $ | $ | |||||||||||||||||||||||||||
Unsecured Credit Facility (C) | $ | $ | N/A | ||||||||||||||||||||||||||
(A) The interest rate at December 31, 2022 includes the impact of derivative instruments in which we entered to effectively convert the variable rate to a fixed rate. See Note 12.
(B) At our option, we may extend the maturity pursuant to two, one-year extension options, subject to certain conditions.
Mortgage Loans Payable, Net
During the years ended December 31, 2022 and 2021, we paid off mortgage loans in the amount of $67,973 and $60,471 , respectively.
As of December 31, 2022, mortgage loans payable are collateralized by industrial properties with a net carrying value of $31,772 . We believe the Operating Partnership and the Company were in compliance with all covenants relating to mortgage loans as of December 31, 2022.
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Senior Unsecured Notes, Net
During the year ended December 31, 2020, the Operating Partnership issued $100,000 of 2.74 % Series F Guaranteed Senior Notes Due September 17, 2030 (the "2030 II Private Placement Notes") and $200,000 of 2.84 % Series G Guaranteed Senior Notes due September 17, 2032 (the "2032 Private Placement Notes") in a private placement pursuant to a Note and Guaranty Agreement dated July 7, 2020.
The 2030 II Private Placement Notes and the 2032 Private Placement Notes (together with senior notes issued in a private placement in prior years, the "Private Placement Notes") are unsecured obligations of the Operating Partnership that are fully and unconditionally guaranteed by the Company and require semi-annual interest payments.
Unsecured Term Loans, Net
On August 12, 2022, we entered into a three-year, $300,000 unsecured term loan (the "2022 Unsecured Term Loan II") of which the entire principal was borrowed on November 1, 2022. The 2022 Unsecured Term Loan II matures in August 2025, unless we extend the term, at our election, pursuant to two , one-year extension options, subject to certain conditions. At December 31, 2022, the 2022 Unsecured Term Loan II requires interest-only payments and bears interest at a variable rate based on daily SOFR, plus a 0.10 % SOFR adjustment, plus 85 basis points. The interest rate is subject to adjustment based on changes to our leverage ratio and credit ratings and our achievement of a sustainability-linked pricing metric. Additionally, during the year ended December 31, 2022, we entered into interest rate swaps with an aggregate notional value of $300,000 that lock the SOFR rate at 3.93 % commencing December 1, 2022. The all-in interest rate at December 31, 2022 is 4.88 %. $150,000 of the notional amount of the interest rate swaps matures in December 2025 and $150,000 of the notional amount of the remaining interest rate swaps matures in August 2027. See Note 12 for additional information.
On April 18, 2022, we entered into a five-year, $425,000 unsecured term loan (the "2022 Unsecured Term Loan"). The 2022 Unsecured Term Loan matures in October 2027. At December 31, 2022, the 2022 Unsecured Term Loan requires interest-only payments and bears interest at a variable rate based on the one-month SOFR, plus a 0.10 % SOFR adjustment, plus 85 basis points. The interest rate is subject to adjustment based on changes to our leverage ratio and credit ratings and our achievement of a sustainability-linked pricing metric. Additionally, during the year ended December 31, 2022, we entered into interest rate swaps with an aggregate notional value of $425,000 that lock the SOFR rate at 2.69 % commencing October 3, 2022. The all-in interest rate at December 31, 2022 is 3.64 %. The interest rate swaps mature September 30, 2027. See Note 12 for additional information.
Our $200,000 unsecured term loan (the "2021 Unsecured Term Loan", and together with the 2022 Unsecured Term Loan II and the 2022 Unsecured Term Loan, the "Unsecured Term Loans") matures on July 7, 2026. At December 31, 2022, the 2021 Unsecured Term Loan requires interest-only payments and bears interest at a variable rate based on LIBOR plus 85 basis points . The interest rate is subject to adjustment based on our leverage and investment grade rating. Additionally, we have interest rate swaps with an aggregate notional value of $200,000 that lock the LIBOR rate at 0.99 % and mature in February 2026. The all-in interest rate at December 31, 2022 is 1.84 %. See Note 12 for additional information. We may request the borrowing capacity under the 2021 Unsecured Term Loan to be increased to $460,000 , subject to certain restrictions.
Unsecured Credit Facility
Our $750,000 revolving credit agreement (the "Unsecured Credit Facility") matures on July 7, 2025, unless extended at our option pursuant to two six-month extension options, subject to certain conditions. At December 31, 2022, the Unsecured Credit Facility requires interest-only payments and bears interest at a variable rate based on LIBOR plus 77.5 basis points and a facility fee of 15 basis points. The interest rate and facility fee are each subject to adjustment based on our leverage and investment grade rating. We may request that the borrowing capacity under the Unsecured Credit Facility be increased to $1,000,000 , subject to certain restrictions.
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Indebtedness
The following is a schedule of the stated maturities and scheduled principal payments of our indebtedness, exclusive of discounts and debt issuance costs, for the next five years as of December 31, and thereafter:
| Amount | |||||
| 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| Thereafter | |||||
Total | $ | ||||
The Unsecured Credit Facility, our Unsecured Term Loans, the Private Placement Notes and the indentures governing our senior unsecured notes contain certain financial covenants, including limitations on incurrence of debt and debt service coverage. Under the Unsecured Credit Facility and the Unsecured Term Loans, an event of default can occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred which could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreements. We believe the Operating Partnership and the Company were in compliance with all covenants relating to the Unsecured Credit Facility, the Unsecured Term Loans, the Private Placement Notes and indentures governing our senior unsecured notes as of December 31, 2022. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our lenders and noteholders in a manner that could impose and cause us to incur material costs.
Fair Value
At December 31, 2022 and 2021, the fair value of our indebtedness was as follows:
| December 31, 2022 | December 31, 2021 | ||||||||||||||||||||||
Carrying Amount (A) | Fair Value | Carrying Amount (A) | Fair Value | ||||||||||||||||||||
| Mortgage Loans Payable, Net | $ | $ | $ | $ | |||||||||||||||||||
| Senior Unsecured Notes, Net | |||||||||||||||||||||||
| Unsecured Term Loans | |||||||||||||||||||||||
| Unsecured Credit Facility | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(A) The carrying amounts include unamortized discounts and exclude unamortized debt issuance costs.
The fair values of our mortgage loans payable were determined by discounting the future cash flows using the current rates at which similar loans would be made based upon similar remaining maturities. The current market rates we utilized were internally estimated. The fair value of the senior unsecured notes were determined by using rates, as advised by our bankers, that are based upon recent trades within the same series of the senior unsecured notes, recent trades for senior unsecured notes with comparable maturities, recent trades for fixed rate unsecured notes from companies with profiles similar to ours, as well as overall economic conditions. The fair value of the Unsecured Credit Facility and the Unsecured Term Loans was determined by discounting the future cash flows using rates, as advised by our bankers, at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term, assuming no repayment until maturity. We have concluded that our determination of fair value for each of our mortgage loans payable, senior unsecured notes, the Unsecured Term Loans and the Unsecured Credit Facility was primarily based upon Level 3 inputs.
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5. Variable Interest Entities
The Other Real Estate Partnerships are variable interest entities ("VIEs") of the Operating Partnership and the Operating Partnership is the primary beneficiary, thus causing the Other Real Estate Partnerships to be consolidated by the Operating Partnership. In addition, the Operating Partnership is a VIE of the Company and the Company is the primary beneficiary.
The following table summarizes the assets and liabilities of the Other Real Estate Partnerships included in our consolidated balance sheets, net of intercompany amounts:
| December 31, 2022 | December 31, 2021 | ||||||||||
| ASSETS | |||||||||||
| Assets: | |||||||||||
| Net Investment in Real Estate | $ | $ | |||||||||
| Operating Lease Right-of-Use Assets | |||||||||||
| Cash and Cash Equivalents | |||||||||||
| Deferred Rent Receivable | |||||||||||
| Prepaid Expenses and Other Assets, Net | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES AND PARTNERS' CAPITAL | |||||||||||
| Liabilities: | |||||||||||
| Accounts Payable, Accrued Expenses and Other Liabilities | $ | $ | |||||||||
| Operating Lease Liabilities | |||||||||||
| Rents Received in Advance and Security Deposits | |||||||||||
Partners' Capital | |||||||||||
| Total Liabilities and Partners' Capital | $ | $ | |||||||||
Joint Ventures
Through a wholly-owned TRS of the Operating Partnership, we own a 43 % interest in the Joint Venture. Since we own our interest in the Joint Venture through a partnership with a third party and we hold the power to direct the activities that most significantly impact the economic performance of the partnership, we consolidate the partnership and reflect our partner's 6% interest in the Joint Venture within the financial statements. Additionally, we owned a 49 % interest in a joint venture that sold its remaining acres of land and ceased operations during the year ended December 31, 2021 (the "Former Joint Venture" together with the Joint Venture, the "Joint Ventures"). The Joint Ventures were formed for the purpose of developing, leasing, operating and selling land located in the Phoenix, Arizona metropolitan area.
Under the operating agreements for the Joint Ventures, we act as the managing member and are entitled to receive fees for providing management, leasing, development, construction supervision, disposition and asset management services. In addition, the Joint Venture's operating agreement provides us the ability to earn incentive fees based on the ultimate financial performance of the Joint Venture.
During the years ended December 31, 2022 and 2021, we earned fees of $1,717 and $407 , respectively, from the Joint Ventures related to asset management and development services we provided to the Joint Ventures, of which we deferred recognition of $395 and $86 , respectively, due to our economic interest in the Joint Ventures. During the year ended December 31, 2022, we incurred fees of $909 related to third-party development management services associated with the Joint Venture. At December 31, 2022 and 2021, we had a receivable from the Joint Ventures of $34 and $56 , respectively.
Net income of the Joint Ventures for the years ended December 31, 2022 and 2021 was $171,511 and $14,905 , respectively. Included in net income during the year ended December 31, 2022 is gain on sale of real estate of $171,671 related to the sale of 391 acres of land for which our economic share of the gain on sale was $84,119 . Included in net income during the year ended December 31, 2021 is gain on sale of real estate of $15,160 related to the sale of 138 net acres of land from the Former Joint Venture for which our economic share of the gain on sale was $7,142 . However, since the Company was the purchaser of the 138 net acres, we netted our portion of gain on sale against the basis of the land acquired.
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For the year ended December 31, 2022, we earned incentive fees of $31,308 from the Joint Venture, which are reflected in the Equity In Income of Joint Ventures line item in the consolidated statement of operations. For the year ended December 31, 2021, we earned incentive fees of $3,024 from the Former Joint Venture, which were netted against the basis of the real estate acquired from the Former Joint Venture.
The Joint Venture has three buildings under development comprising an aggregate 1.8 million square feet (the "Project") at December 31, 2022. During the year ended December 31, 2022, in connection with the Project, the Joint Venture entered into a construction loan with a capacity of $149,514 with a third party lender (the "Joint Venture Loan"). As of December 31, 2022, the balance of the Joint Venture Loan is $9,037 , exclusive of $1,188 of debt issuance costs. With respect to the Joint Venture Loan, we provided a completion guarantee to the lender and our third-party joint venture partner that requires the Company to timely complete construction of the Project. Total estimated investment for the Project is approximately $210,300 and the Joint Venture is using a third-party contractor to develop the buildings pursuant to a guaranteed maximum price contract. We also provided a guarantee to the lender related to typical non-recourse exceptions and an environmental indemnity. It is not possible to estimate the amount of additional costs, if any, that we may incur in connection with our completion guarantees to the third party lender and/or our joint venture partner as well as the non-recourse exception and environmental indemnity guarantees; however, we do not expect that we will be required to make any significant payments in satisfaction of these guarantees.
As part of our assessment of the appropriate accounting treatment for the Joint Ventures, we reviewed the operating agreements of each Joint Venture in order to determine our rights and the rights of our joint venture partners, including whether those rights are protective or participating. Each operating agreement contains certain protective rights, such as the requirement of both members' approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget. Also, we and our Joint Venture partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) review and approve the Joint Venture's tax return before filing and (iv) approve each lease at a developed property. We consider the latter rights substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of each Joint Venture. As such, we concluded to account for our investments in each Joint Venture under the equity method of accounting.
6. Equity of the Company and Partners' Capital of the Operating Partnership
Noncontrolling Interest of the Company
The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for Limited Partner Units, as well as the equity positions of the holders of Limited Partner Units issued in connection with the grant of restricted limited partner Units ("RLP Units") pursuant to the Company's stock incentive plan, are collectively referred to as the “Noncontrolling Interests.” An RLP Unit is a class of limited partnership interest of the Operating Partnership that is structured as a “profits interest” for U.S. federal income tax purposes and is an award that is granted under our Stock Incentive Plan (see Note 11). Generally, RLP Units entitle the holder to receive distributions from the Operating Partnership that are equivalent to the dividends and distributions that would be made with respect to the number of shares of Common Stock underlying such RLP Units, though receipt of such distributions may be delayed or made contingent on vesting. Once an RLP Unit has vested and received allocations of book income sufficient to increase the book capital account balance associated with such RLP Unit (which will initially be zero) equal to, on a per-unit basis, the book capital account balance associated with a “common” Limited Partner Unit of the Operating Partnership, it automatically becomes a common Limited Partner Unit that is convertible by the holder into one share of Common Stock or a cash equivalent, at the Company’s option. Net income is allocated to the Noncontrolling Interests based on the weighted average ownership percentage during the period.
Noncontrolling Interest - Joint Venture
Our ownership interest in the Joint Venture is held through a partnership with a third party. We concluded that we hold the power to direct the activities that most significantly impact the economic performance of the partnership. As a result, we consolidate the partnership and reflect the third party's interest in the partnership that invests in the Joint Venture as a Noncontrolling Interest. For the year ended December 31, 2022, our partner's share of the partnership's income was $14,003 and was reflected in the Equity in Income (Loss) of Joint Ventures and the Net Income Attributable to the Noncontrolling Interests line items in the Consolidated Statements of Operations. The Noncontrolling Interests line item in the Consolidated Balance Sheets includes $14,018 that is our third party partner's interest at December 31, 2022.
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Operating Partnership Units
The Operating Partnership has issued General Partner Units and Limited Partner Units. The General Partner Units resulted from capital contributions from the Company. The Limited Partner Units are issued in conjunction with the acquisition of certain properties as well as through the issuance of RLP Units. Subject to certain lock-up periods, holders of Limited Partner Units can redeem their Units by providing written notification to the General Partner. Unless the General Partner provides notice of a redemption restriction to the holder, redemption must be made within seven business days after receipt of the holder's notice. The redemption can be effectuated, as determined by the General Partner, either by exchanging the Limited Partner Units for shares of common stock of the Company on a one-for-one basis, subject to adjustment, or by paying cash equal to the fair market value of such shares. Prior requests for redemption have generally been fulfilled with shares of common stock of the Company, and the Operating Partnership intends to continue this practice. If each Limited Partner Unit of the Operating Partnership were redeemed as of December 31, 2022, the Operating Partnership could satisfy its redemption obligations by making an aggregate cash payment of approximately $147,471 or by issuing 3,055,766 shares of the Company's common stock.
Preferred Stock or General Partner Preferred Units
The Company has 10,000,000 shares of preferred stock authorized. As of December 31, 2022 and 2021, there were no preferred shares or general partner preferred Units outstanding.
Shares of Common Stock or Unit Contributions
The following table is a roll-forward of the Company's shares of common stock outstanding and the Operating Partnership's Units outstanding, including equity compensation awards which are discussed Note 11, for the three years ended December 31, 2022:
| Shares of Common Stock Outstanding | General Partner and Limited Partner Units Outstanding | ||||||||||
| Balance at December 31, 2019 | |||||||||||
| Issuance of Common Stock/Contribution of General Partner Units under our 2020 ATM Program (as further described below) | |||||||||||
| Issuance of Service Awards and Performance Awards (as defined in Note 11) | |||||||||||
| Vesting of Service Awards and Performance Units (as defined in Note 11) | |||||||||||
| Repurchase and Retirement of Service Awards and Performance Units (as defined in Note 11) | ( | ( | |||||||||
Conversion of Limited Partner Units (A) | |||||||||||
| Balance at December 31, 2020 | |||||||||||
| Issuance of Common Stock/Contribution of General Partner Units under our 2020 ATM Program (as further described below) | |||||||||||
| Issuance of Service Awards and Performance Awards (as defined in Note 11) | |||||||||||
| Vesting of Service Awards and Performance Units (as defined in Note 11) | |||||||||||
| Repurchase and Retirement of Service Awards and Performance Units (as defined in Note 11) | ( | ( | |||||||||
Conversion of Limited Partner Units (A) | |||||||||||
| Balance at December 31, 2021 | |||||||||||
| Issuance of Common Stock/Contribution of General Partner Units under our 2020 ATM Program (as further described below) | |||||||||||
| Issuance of Service Awards and Performance Awards (as defined in Note 11) | |||||||||||
| Vesting of Service Awards and Performance Units (as defined Note 11) | |||||||||||
| Repurchase and Retirement of Service Awards and Performance Units (as defined in Note 11) | ( | ( | |||||||||
Conversion of Limited Partner Units (A) | |||||||||||
| Balance at December 31, 2022 | |||||||||||
(A) For the years ended December 31, 2022, 2021 and 2020, 139,021 , 103,953 and 172,610 Limited Partner Units, respectively, were converted into an equivalent number of shares of common stock of the Company, resulting in a reclassification of $2,444 , $1,761 and $2,090 , respectively, of noncontrolling interest to the Company's equity.
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ATM Program
On February 14, 2020, we entered into distribution agreements with certain sales agents to sell up to 14,000,000 shares of the Company's common stock, for up to $500,000 aggregate gross sales proceeds, from time to time in "at-the-market" offerings (the "2020 ATM Program"). Under the terms of the 2020 ATM Program, sales are to be made through transactions that are deemed to be "at-the-market" offerings, including sales made directly on the New York Stock Exchange or sales made through a market maker other than on an exchange or sales made through privately negotiated transactions. During the years ended December 31, 2022, 2021 and 2020, we issued 218,230 , 2,513,758 and 1,842,281 shares of the Company's common stock under the ATM, respectively, which resulted in $12,823 , $145,760 and $78,718 of net proceeds, respectively, and payment of compensation to certain sales agents of $130 , $1,472 and $795 , respectively.
Dividends/Distributions
The following table summarizes dividends/distributions accrued during the past three years:
| 2022 Total Dividend/ Distribution | 2021 Total Dividend/ Distribution | 2020 Total Dividend/ Distribution | |||||||||||||||
| Common Stock/Operating Partnership Units | $ | $ | $ | ||||||||||||||
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7. Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in accumulated other comprehensive income (loss) by component for the Company and the Operating Partnership for the years ended December 31, 2022 and 2021:
| Derivative Instruments | Total for Operating Partnership | Comprehensive Income (Loss) Attributable to Noncontrolling Interest | Total for Company | ||||||||||||||||||||
| Balance as of December 31, 2020 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other Comprehensive Income Before Reclassifications | ( | ||||||||||||||||||||||
| Amounts Reclassified from Accumulated Other Comprehensive Loss | |||||||||||||||||||||||
| Net Current Period Other Comprehensive Income | ( | ||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other Comprehensive Income Before Reclassifications | ( | ||||||||||||||||||||||
| Amounts Reclassified from Accumulated Other Comprehensive Income | ( | ( | ( | ||||||||||||||||||||
| Net Current Period Other Comprehensive Income | ( | ||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | ( | $ | ||||||||||||||||||
The following table summarizes the reclassifications out of accumulated other comprehensive income (loss) for both the Company and the Operating Partnership for the years ended December 31, 2022, 2021 and 2020:
| Amount Reclassified from Accumulated Other Comprehensive (Income) Loss | ||||||||||||||||||||||||||
| Accumulated Other Comprehensive (Income) Loss Components | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | Affected Line Items in the Consolidated Statements of Operations | ||||||||||||||||||||||
| Derivative Instruments: | ||||||||||||||||||||||||||
Amortization of Previously Settled Derivative Instruments | Interest Expense | |||||||||||||||||||||||||
| Net Settlement (Receipts) Payments to our Counterparties | ( | Interest Expense | ||||||||||||||||||||||||
| Acceleration of 2020 Swap (as defined in Note 12) | General & Administrative | |||||||||||||||||||||||||
| $ | ( | $ | $ | Total | ||||||||||||||||||||||
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income and is subsequently reclassified to earnings through interest expense over the life of the derivative or over the life of the debt. In the next 12 months, we expect to amortize approximately $410 into net income by increasing interest expense for derivative instruments we settled in previous periods. Additionally, recurring settlement amounts on the 2021 Swaps, the 2022 Swaps and the 2022 Swaps II (as defined in Note 12) will also be reclassified to net income.
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8. Earnings Per Share and Earnings Per Unit ("EPS"/"EPU")
The computation of basic and diluted EPS of the Company is presented below:
Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||
| Numerator: | |||||||||||||||||
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities | $ | $ | $ | ||||||||||||||
| Net Income Allocable to Participating Securities | ( | ( | ( | ||||||||||||||
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders | $ | $ | $ | ||||||||||||||
| Denominator (In Thousands): | |||||||||||||||||
| Weighted Average Shares - Basic | |||||||||||||||||
| Effect of Dilutive Securities: | |||||||||||||||||
| Performance Units (See Note 11) | |||||||||||||||||
| Weighted Average Shares - Diluted | |||||||||||||||||
| Basic and Diluted EPS: | |||||||||||||||||
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders | $ | $ | $ | ||||||||||||||
The computation of basic and diluted EPU of the Operating Partnership is presented below:
Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||
| Numerator: | |||||||||||||||||
| Net Income Available to Unitholders and Participating Securities | $ | $ | $ | ||||||||||||||
| Net Income Allocable to Participating Securities | ( | ( | ( | ||||||||||||||
Net Income Available to Unitholders | $ | $ | $ | ||||||||||||||
| Denominator (In Thousands): | |||||||||||||||||
| Weighted Average Units - Basic | |||||||||||||||||
| Effect of Dilutive Securities that Result in the Issuance of General Partner Units: | |||||||||||||||||
| Performance Units and certain Performance RLP Units (See Note 11) | |||||||||||||||||
| Weighted Average Units - Diluted | |||||||||||||||||
| Basic EPU: | |||||||||||||||||
Net Income Available to Unitholders | $ | $ | $ | ||||||||||||||
| Diluted EPU: | |||||||||||||||||
Net Income Available to Unitholders | $ | $ | $ | ||||||||||||||
At December 31, 2022, 2021 and 2020, participating securities for the Company include 143,080 , 147,937 and 211,920 , respectively, of Service Awards (see Note 11), which participate in non-forfeitable distributions. At December 31, 2022, 2021, and 2020, participating securities for the Operating Partnership include 336,030 , 378,548 and 444,407 , respectively, of Service Awards and certain Performance Awards (see Note 11), which participate in non-forfeitable distributions. Under the two class method, participating security holders are allocated income, in proportion to total weighted average shares or Units outstanding, based upon the greater of net income or common stock dividends or Unit distributions declared.
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9. Income Taxes
Our Consolidated Financial Statements include the operations of our TRSs, which are not entitled to the dividends paid deduction and are subject to federal, state and local income taxes on its taxable income. During the years ended December 31, 2022, 2021 and 2020, the Company qualified as a REIT and incurred no federal income tax expense; accordingly, the only federal income taxes included in the accompanying Consolidated Financial Statements relate to activities of our TRSs. The components of the income tax provision for the years ended December 31, 2022, 2021 and 2020 is comprised of the following:
| Year Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | ( | $ | ( | $ | ( | |||||||||||
| State | ( | ( | ( | ||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | ( | ( | |||||||||||||||
| State | ( | ( | |||||||||||||||
| Total Income Tax Provision | $ | ( | $ | ( | $ | ( | |||||||||||
Deferred income taxes represent the tax effect of the temporary differences between the book and tax basis of assets and liabilities. Deferred income tax assets and liabilities include the following as of December 31, 2022 and 2021:
| Year Ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Basis Difference - Real Estate | $ | $ | |||||||||
| Section 163(j) Interest Limitation | |||||||||||
| Other - Temporary Differences | |||||||||||
| Total Deferred Income Tax Assets, Net of Allowance | $ | $ | |||||||||
| Deferred Income - Investment in Joint Venture | $ | ( | $ | ||||||||
| Other - Temporary Differences | ( | ( | |||||||||
| Total Deferred Income Tax Liabilities | $ | ( | $ | ( | |||||||
Total Net Deferred Income Tax (Liabilities) Assets | $ | ( | $ | ||||||||
We evaluate tax positions taken in the financial statements on a quarterly basis under the interpretation for accounting for uncertainty in income taxes. As a result of this evaluation, we may recognize a tax benefit from an uncertain tax position only if it is "more-likely-than-not" that the tax position will be sustained on examination by taxing authorities. As of December 31, 2022, we do not have any unrecognized tax benefits.
We file income tax returns in the U.S. and various states. The statute of limitations for income tax returns is generally three years. As such, our tax returns that are subject to examination would be primarily from 2019 and thereafter. There were no material interest or penalties recorded for the years ended December 31, 2022, 2021 and 2020.
87
Federal Income Tax Treatment of Common Dividends
For the years ended December 31, 2022, 2021 and 2020, the dividends paid to the Company's common shareholders per common share for income tax purposes were characterized as follows:
| 2022 | As a Percentage of Distributions | 2021 | As a Percentage of Distributions | 2020 | As a Percentage of Distributions | ||||||||||||||||||||||||||||||
Ordinary Income (A) | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||
| Unrecaptured Section 1250 Capital Gain | % | % | % | ||||||||||||||||||||||||||||||||
Other Capital Gain (B) | % | % | % | ||||||||||||||||||||||||||||||||
| Qualified Dividend | % | % | % | ||||||||||||||||||||||||||||||||
| $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||
(A) For the years ended December 31, 2022, 2021 and 2020, the Code Section 199A dividend is equal to the total ordinary income dividend.
(B) For the year ended December 31, 2022, Section 1061 of the Code related to Capital Gains for One Year Amounts was 52.0 % and for Three Year Amounts was 12.6 %.
The income tax characterization of dividends to common shareholders is based on the calculation of Taxable Earnings and Profits, as defined in the Code. Taxable Earnings and Profits differ from regular taxable income due primarily to differences in the estimated useful lives and methods used to compute depreciation and in the recognition of gains and losses on the sale of real estate assets.
88
10. Leases
Lessee Disclosures
We are a lessee on a limited number of ground and office leases (the "Operating Leases"). Our office leases have remaining lease terms of less than one year to six years and our ground leases have remaining terms of 32 years to 49 years. For the year ended December 31, 2022, we recognized $3,458 of operating lease expense, inclusive of short-term and variable lease costs which are not significant.
| 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| Thereafter | |||||
| Total Lease Payments | |||||
Less Imputed Interest (A) | ( | ||||
| Total | $ | ||||
(A) Calculated using the discount rate for each lease.
As of December 31, 2022, our weighted average remaining lease term for the Operating Leases is 38.5 years and the weighted average discount rate is 7.2 %.
A number of the Operating Leases include options to extend the lease term. For purposes of determining our lease term, we excluded periods covered by an option since it was not reasonably certain at lease commencement that we would exercise the options.
Lessor Disclosures
| 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| Thereafter | |||||
| Total | $ | ||||
89
11. Long-Term Compensation
Equity Based Compensation
The Company maintains a stock incentive plan which is administered by the Compensation Committee of the Board of Directors in which officers, certain employees and the Company's independent directors are eligible to participate (the "Stock Incentive Plan"). Among other forms of allowed awards, awards made under the Stock Incentive Plan during the three years ended December 31, 2022 have been in the form of restricted stock awards, restricted stock unit awards, performance share awards and RLP Units (as defined in Note 6). Special provisions apply to awards granted under the Stock Incentive Plan in the event of a change in control in the Company. As of December 31, 2022, awards covering 2.5 million shares of common stock were available to be granted under the Stock Incentive Plan. Under the Stock Incentive Plan, each RLP Unit counts as one share of common stock for purposes of calculating the limit on shares that may be issued.
Awards with Performance Measures
During the years ended December 31, 2022, 2021 and 2020, the Company granted 35,867 , 58,568 , and 59,263 performance units ("Performance Units"), respectively, to certain employees. In addition, the Company granted 208,454 , 263,621 and 322,477 RLP Units, respectively, for the years ended December 31, 2022, 2021 and 2020, with the same performance-based criteria as the Performance Units ("Performance RLP Units" and, together with the Performance Units, collectively the "Performance Awards") to certain employees. A portion of each Performance Award vests based upon the total shareholder return ("TSR") of the Company's common stock compared to the TSR of the FTSE Nareit All Equity Index and the remainder vests based upon the TSR of the Company’s common stock compared to a specified group of peer industrial real estate companies. The performance period for awards issued in 2022 is three years and compensation expense is charged to earnings over the applicable vesting period for the Performance Awards. At the end of the measurement period, vested Performance Units convert into shares of common stock. The participant is also entitled to dividend equivalents for shares or RLP Units issued pursuant to vested Performance Awards. The Operating Partnership issues General Partner Units to the Company in the same amounts for vested Performance Units.
The Performance Awards issued for the years ended December 31, 2022, 2021 and 2020, had fair value of $7,266 , $7,162 , and $7,883 , respectively. The fair values were determined by a lattice-binomial option-pricing model based on Monte Carlo simulations using the following assumptions:
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||
| Expected dividend yield | % | % | % | ||||||||||||||
| Expected volatility - range used | |||||||||||||||||
| Expected volatility - weighted average | % | % | % | ||||||||||||||
| Risk-free interest rate | |||||||||||||||||
Performance Award transactions for the year ended December 31, 2022 are summarized as follows:
| Performance Units | Weighted Average Grant Date Fair Value | Performance RLP Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Outstanding at December 31, 2021 | $ | $ | |||||||||||||||||||||
| Issued | $ | $ | |||||||||||||||||||||
| Forfeited | ( | $ | ( | $ | |||||||||||||||||||
| Vested | ( | $ | ( | $ | |||||||||||||||||||
| Outstanding at December 31, 2022 | $ | $ | |||||||||||||||||||||
90
Service Based Awards
During the years ended December 31, 2022, 2021 and 2020, the Company awarded 78,482 , 67,127 , and 80,387 of restricted stock units ("Service Units"), respectively, to certain employees and outside directors. In addition, for the years ended December 31, 2022, 2021 and 2020, the Company awarded 57,907 , 51,525 and 119,596 RLP Units, respectively, ("Service RLP Units" and, together with the Service Units, collectively the "Service Awards") to certain employees and outside directors. The fair value is based on the Company's stock price on the date such awards were approved by the Compensation Committee of the Board of Directors. The Service Awards granted to employees were based upon the prior achievement of certain corporate performance goals and generally vest ratably over a period of three years based on continued employment. Service Awards granted to outside directors vest after one year . The Operating Partnership issued restricted Unit awards to the Company in the same amount for the restricted stock units. Compensation expense is charged to earnings over the vesting periods for the Service Awards.
The Service Awards issued for the years ended December 31, 2022, 2021 and 2020 had fair value of $8,032 , $5,195 and $8,641 , respectively. Service Award transactions for the year ended December 31, 2022 are summarized as follows:
| Service Units | Weighted Average Grant Date Fair Value | Service RLP Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Outstanding at December 31, 2021 | $ | $ | |||||||||||||||||||||
| Issued | $ | $ | |||||||||||||||||||||
| Forfeited | ( | $ | $ | ||||||||||||||||||||
| Vested | ( | $ | ( | $ | |||||||||||||||||||
| Outstanding at December 31, 2022 | $ | $ | |||||||||||||||||||||
Compensation Expense Related to Long-Term Compensation
For the years ended December 31, 2022, 2021 and 2020, we recognized $15,722 , $13,719 and $12,931 , respectively, in compensation expense related to Performance Awards and Service Awards. Performance Award and Service Award compensation expense capitalized in connection with development activities was $3,605 , $2,405 and $2,030 for the years ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2022, we had $10,566 in unrecognized compensation related to unvested Performance Awards and Service Awards. The weighted average period that the unrecognized compensation is expected to be recognized is 0.91 years.
Retirement Eligibility
Award agreements issued underlying Performance Awards and Service Awards contain a retirement benefit for employees with at least 10 years of continuous service and that are at least 60 years old. For employees that meet the age and service eligibility requirements, their awards are non-forfeitable. As such, we recognize expense for 100% of the awards granted to retirement-eligible employees at the grant date as if fully vested. For employees who meet the age and service eligibility requirements during the normal vesting periods, the grants are amortized over the shorter service period.
401(k) Plan
Under the Company's 401(k) Plan, all eligible employees may participate by making voluntary contributions, and we may make, but are not required to make, matching contributions. For the years ended December 31, 2022, 2021 and 2020, total expense related to matching contributions was $1,314 , $1,186 and $977 , respectively.
91
12. Derivative Instruments
Our objectives in using derivatives are to add stability to interest expense and to manage our cash flow volatility and exposure to interest rate movements. To accomplish these objectives, we primarily use derivative instruments as part of our interest rate risk management strategy. Derivative instruments designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
We entered into interest rate swaps to manage our exposure to changes in the one-month LIBOR rate related to our Unsecured Term Loans. We have three interest rate swaps with an aggregate notional value of $200,000 that fix the one-month LIBOR rate at 0.99 % and mature on February 2, 2026 (the "2021 Swaps"). We also had six interest rate swaps, with an aggregate notional value of $260,000 , that fixed the one-month LIBOR rate at a weighted average rate of 1.79 % and matured on September 12, 2022 (the "2015 Swaps").
During the year ended December 31, 2022, we entered into eight interest rate swaps (the "2022 Swaps") with an aggregate notional value of $425,000 to manage our exposure to changes in the one-month SOFR rate related to our 2022 Unsecured Term Loan. The 2022 Swaps commenced October 3, 2022 and fix the one-month SOFR rate at 2.69 % and mature on September 30, 2027. We have designated the 2022 Swaps as cash flow hedges.
Additionally, during the year ended December 31, 2022, we entered into seven interest rate swaps (the "2022 Swaps II") with an aggregate notional value of $300,000 to manage our exposure to changes in the adjusted daily simple SOFR rate related to our 2022 Unsecured Term Loan II. The 2022 Swaps II commenced December 1, 2022 and fix the daily simple SOFR rate at 3.93 %. $150,000 of the 2022 Swaps II's notional value matures on December 1, 2025 and the remaining $150,000 of the 2022 Swaps II's notional value matures on August 1, 2027. We have designated the 2022 Swaps II as cash flow hedges.
During the year ended December 31, 2020, we entered into an interest rate swap to manage our exposure to changes in the one-month LIBOR rate related to our Unsecured Credit Facility (the "2020 Swap"). The 2020 Swap commenced April 1, 2020, matured on April 1, 2021, had a notional value of $150,000 and fixed the one-month LIBOR rate at 0.42 %. We initially designated the 2020 Swap as a cash flow hedge. During the year ended December 31, 2020, however, we accelerated the reclassification of the fair value of the 2020 Swap from other comprehensive income to earnings since the hedged forecasted transaction was no longer expected to be probable to occur.
Our agreements with our derivative counterparties contain certain cross-default provisions that may be triggered in the event that our other indebtedness is in default, subject to certain thresholds. As of December 31, 2022, we had not posted any collateral related to these agreements and were not in breach of any of the provisions of these agreements. If we had breached these agreements, we could have been required to settle our obligations under the agreements at their termination value.
92
The following table sets forth our financial assets and liabilities related to the 2015 Swaps, the 2021 Swaps, the 2022 Swaps and the 2022 Swaps II, which are included in the line items Prepaid Expenses and Other Assets, Net or Accounts Payable, Accrued Expenses and Other Liabilities and are accounted for at fair value on a recurring basis as of December 31, 2022 and 2021:
| Fair Value Measurements at Reporting Date Using: | ||||||||||||||||||||||||||
| Description | Fair Value at December 31, 2022 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | ||||||||||||||||||||||
| Derivatives designated as a hedging instrument: | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| 2021 Swaps | $ | $ | ||||||||||||||||||||||||
| 2022 Swaps | $ | $ | ||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| 2022 II Swaps | $ | ( | $ | ( | ||||||||||||||||||||||
| Fair Value at December 31, 2021 | ||||||||||||||||||||||||||
| Derivatives designated as a hedging instrument: | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| 2021 Swaps | $ | $ | ||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| 2015 Swaps | $ | ( | $ | ( | ||||||||||||||||||||||
There was no ineffectiveness recorded on the 2015 Swaps, the 2021 Swaps, the 2022 Swaps or the 2022 II Swaps during the year ended December 31, 2022. See Note 7 for more information regarding our derivatives.
The estimated fair value of the 2015 Swaps, the 2021 Swaps, the 2022 Swaps and the 2022 II Swaps was determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments are incorporated in the fair value to account for potential non-performance risk, including our own non-performance risk and the respective counterparty's non-performance risk. We determined that the significant inputs used to value the 2015 Swaps, the 2021 Swaps, the 2022 Swaps and the 2022 II Swaps fell within Level 2 of the fair value hierarchy.
13. Related Party Transactions
14. Commitments and Contingencies
In the normal course of business, we are involved in legal actions arising from the ownership of our industrial properties. In our opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially adverse effect on our consolidated financial position, operations or liquidity.
At December 31, 2022, we had outstanding letters of credit and performance bonds in the aggregate amount of $22,612 .
In conjunction with the development of industrial properties, we have entered into agreements with general contractors for the construction of industrial properties. At December 31, 2022, we had 14 industrial properties totaling approximately 3.6 million square feet of GLA under construction. The estimated total investment associated with these properties, as of December 31, 2022, is approximately $556,200 (unaudited). Of this amount, approximately $263,100 (unaudited) remains to be funded. There can be no assurance that the actual completion cost associated with these properties will not exceed the estimated total investment.
15. Subsequent Events
93
DRI FR GLENDALE, LLC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |||||
| FINANCIAL STATEMENTS | |||||
94
Report of Independent Auditors
To the Managing Member of DRI FR Glendale, LLC
Opinion
We have audited the accompanying consolidated financial statements of DRI FR Glendale, LLC (the “Company”), which comprise the consolidated balance sheet as of December 31, 2022, and the related consolidated statements of operations, of changes in members’ capital and of cash flows for the year ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022 in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Other Matter
The accompanying consolidated balance sheet of DRI FR Glendale, LLC as of December 31, 2021, and the related consolidated statements of operations, changes in members' capital and cash flows for the year then ended and for the period from July 8, 2020 (inception) to December 31, 2020, are presented for purposes of complying with Rule 3-09 of SEC Regulation S-X; however, Rule 3-09 does not require the 2021 or 2020 financial statements to be audited and they are therefore not covered by this report.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
95
In performing an audit in accordance with US GAAS, we:
•Exercise professional judgment and maintain professional skepticism throughout the audit.
•Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.
•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 15, 2023
96
DRI FR GLENDALE, LLC
CONSOLIDATED BALANCE SHEETS
| December 31, 2022 | December 31, 2021* | ||||||||||
| (In thousands) | |||||||||||
| ASSETS | |||||||||||
| Assets: | |||||||||||
| Investment in Real Estate: | |||||||||||
| Land | $ | 14,812 | $ | 72,936 | |||||||
| Construction in Progress | 32,314 | 1,024 | |||||||||
| Total Investment in Real Estate | 47,126 | 73,960 | |||||||||
| Real Estate Held for Sale | 14,426 | — | |||||||||
| Cash and Cash Equivalents | 9,178 | 85 | |||||||||
| Prepaid Expenses and Other Assets | 903 | 35 | |||||||||
| Total Assets | $ | 71,633 | $ | 74,080 | |||||||
| LIABILITIES AND MEMBERS' CAPITAL | |||||||||||
| Liabilities: | |||||||||||
| Construction Loan, Net | $ | 7,849 | $ | — | |||||||
| Due to Related Party | 34 | 98 | |||||||||
| Liabilities Related to Sold Properties | 19,715 | — | |||||||||
| Deferred Gain on Sale | 1,972 | — | |||||||||
| Earnest Money Received on Property Held for Sale | 7,000 | — | |||||||||
| Accounts Payable, Accrued Expenses and Other Liabilities | 19,791 | 339 | |||||||||
| Total Liabilities | 56,361 | 437 | |||||||||
| Members' Capital | 15,272 | 73,643 | |||||||||
| Total Liabilities and Members' Capital | $ | 71,633 | $ | 74,080 | |||||||
*Not covered by the auditor's report
The accompanying notes are an integral part of the consolidated financial statements.
97
DRI FR GLENDALE, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
| Year Ended December 31, 2022 | Year Ended December 31, 2021* | Period from July 8, 2020 (Inception) Through December 31, 2020* | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Revenues: | |||||||||||||||||
| Rental Income | $ | — | $ | 101 | $ | 70 | |||||||||||
| Total Revenues | — | 101 | 70 | ||||||||||||||
| Expenses: | |||||||||||||||||
| Real Estate Tax and Appeal Fees | — | 9 | 3 | ||||||||||||||
| Organization Costs | — | — | 142 | ||||||||||||||
| Related Party Asset Management Fees | — | 165 | 85 | ||||||||||||||
| General and Administrative | 160 | 82 | 1 | ||||||||||||||
| Total Expenses | 160 | 256 | 231 | ||||||||||||||
| Loss Before Gain on Sale of Real Estate | (160) | (155) | (161) | ||||||||||||||
| Gain on Sale of Real Estate | 171,671 | — | — | ||||||||||||||
| Net Income (Loss) | $ | 171,511 | $ | (155) | $ | (161) | |||||||||||
*Not covered by the auditor's report
The accompanying notes are an integral part of the consolidated financial statements.
98
DRI FR GLENDALE, LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 AND THE PERIOD FROM JULY 8, 2020
(INCEPTION) THROUGH DECEMBER 31, 2020
| Diamond Camelback, LLC | FR Merit Glendale, LLC | Total | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Balance at July 8, 2020 (Inception)* | $ | — | $ | — | $ | — | |||||||||||
| Cash Contributions | 37,480 | 36,011 | 73,491 | ||||||||||||||
| Net Loss | (82) | (79) | (161) | ||||||||||||||
| Balance at December 31, 2020* | $ | 37,398 | $ | 35,932 | $ | 73,330 | |||||||||||
| Cash Contributions | 239 | 229 | 468 | ||||||||||||||
| Net Loss | (79) | (76) | (155) | ||||||||||||||
| Balance at December 31, 2021* | $ | 37,558 | $ | 36,085 | $ | 73,643 | |||||||||||
| Cash Contributions | 5,033 | 4,835 | 9,868 | ||||||||||||||
| Cash Distributions | (92,360) | (147,390) | (239,750) | ||||||||||||||
| Net Income | 87,471 | 84,040 | 171,511 | ||||||||||||||
| Incentive Fee Allocation | (31,308) | 31,308 | — | ||||||||||||||
| Balance at December 31, 2022 | $ | 6,394 | $ | 8,878 | $ | 15,272 | |||||||||||
*Not covered by the auditor's report
The accompanying notes are an integral part of the consolidated financial statements.
99
DRI FR GLENDALE, LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, 2022 | Year Ended December 31, 2021* | Period from July 8, 2020 (Inception) Through December 31, 2020* | |||||||||||||||
| (In thousands) | |||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||||||||
| Net Income (Loss) | $ | 171,511 | $ | (155) | $ | (161) | |||||||||||
| Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities | |||||||||||||||||
| Gain on Sale of Real Estate | (171,671) | — | — | ||||||||||||||
| Decrease (Increase) in Prepaid Expenses and Other Assets, Net | 1 | 7 | (1) | ||||||||||||||
| (Decrease) Increase in Accounts Payable, Accrued Expenses and Due to Related Party | (25) | (51) | 63 | ||||||||||||||
| Net Cash Used in Operating Activities | (184) | (199) | (99) | ||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||||||||
| Acquisition of Real Estate | — | (393) | (72,542) | ||||||||||||||
| Development Expenditures | (15,251) | (638) | — | ||||||||||||||
| Earnest Money Deposit Received | 7,000 | — | — | ||||||||||||||
| Net Proceeds from the Sale of Real Estate | 239,753 | — | — | ||||||||||||||
| Net Cash Provided by (Used in) Investing Activities | 231,502 | (1,031) | (72,542) | ||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||||||||
| Proceeds from Construction Loan | 9,037 | — | — | ||||||||||||||
| Debt Issuance Costs | (1,380) | (3) | — | ||||||||||||||
| Contributions from Members | 9,868 | 468 | 73,491 | ||||||||||||||
| Distributions to Members | (239,750) | — | — | ||||||||||||||
| Net Cash (Used in) Provided by Financing Activities | (222,225) | 465 | 73,491 | ||||||||||||||
| Net Increase (Decrease) in Cash and Cash Equivalents | 9,093 | (765) | 850 | ||||||||||||||
| Cash and Cash Equivalents, Beginning of Period | 85 | 850 | — | ||||||||||||||
| Cash and Cash Equivalents, End of Period | $ | 9,178 | $ | 85 | $ | 850 | |||||||||||
| Supplemental Information to Statements of Cash Flows: | |||||||||||||||||
| Interest Expense Capitalized In Connection with Development | $ | 103 | $ | — | $ | — | |||||||||||
| Non-Cash Investing Activities: | |||||||||||||||||
| Accrued Expenses Related to Development Expenditures | $ | 19,799 | $ | 386 | $ | — | |||||||||||
| Liabilities Arising from the Sale of Real Estate | $ | 19,715 | $ | — | $ | — | |||||||||||
| Non-Cash Financing Activities: | |||||||||||||||||
| Accrued Expenses Related to Debt Issuance Costs | $ | — | $ | 32 | $ | — | |||||||||||
| Debt Issuance Cost Amortization Capitalized in Connection with Development | $ | 192 | $ | — | $ | — | |||||||||||
*Not covered by the auditor's report
The accompanying notes are an integral part of the consolidated financial statements.
100
DRI FR GLENDALE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 (NOT COVERED BY THE AUDITOR'S REPORT) AND 2020 (NOT
COVERED BY THE AUDITOR'S REPORT)
($ in thousands)
1. Organization and Formation of Joint Venture
DRI FR Glendale, LLC (the “Joint Venture”) was organized on July 8, 2020 in the state of Delaware. The Joint Venture was formed to acquire 577 developable acres of real property located in Glendale, AZ and to thereafter own, hold for investment, develop, operate, lease, maintain and sell the property. FR Merit Glendale, LLC (“FR Merit”) holds a 49% membership interest and Diamond Camelback LLC (“Diamond”), holds the remaining 51% membership interest (each a “Member” and together, the “Members”). FR Merit is a partnership that FR Glendale, LLC, a wholly owned subsidiary of First Industrial, L.P. (“First Industrial”) holds an 88% partnership interest in with the remaining 12% partnership interest being held by Merit Camelback 303, LLC, an Arizona limited liability company (“Merit”). FR Merit acts as the managing Member of the Joint Venture.
The Joint Venture finances its investments by drawing on the Members’ commitments to make capital contributions or such other financing as the Members deem appropriate. The Joint Venture is managed on a day to day basis by FR Merit. Major decisions are made by the Management Committee of the Joint Venture which consists of one representative from each Member.
As of December 31, 2022, the Joint Venture owned approximately 219 developable acres of land.
Any references to acres or square footage in the financial statement footnotes are unaudited.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements at December 31, 2022 and 2021, and for the years ended December 31, 2022 and 2021 and the period from July 8, 2020 (inception) through December 31, 2020 include the accounts and operating results of the Joint Venture. The Joint Venture wholly owns DRI FR Glendale Propco One, LLC, the operating data of which is consolidated with that of the Joint Venture as presented herein. All intercompany transactions have been eliminated.
Managements Use of Estimates
In order to conform with generally accepted accounting principles in the United States of America (“GAAP”), management, in preparation of the Joint Venture’s financial statements, is required 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, 2022 and 2021, and the reported amounts of revenues and expenses for the years ended December 31, 2022 and 2021 and the period from July 8, 2020 (inception) through December 31, 2020. 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. The Joint Venture maintains cash and cash equivalents in banking institutions that may exceed amounts insured by the Federal Deposit Insurance Corporation. There have been no realized losses of such cash investments or accounts and the risk is mitigated by using nationally recognized banking institutions.
Investment in Real Estate and Depreciation
The purchase of land is stated at cost, including transaction costs.
The Joint Venture reviews its long-lived assets for impairment whenever an event or changes in circumstances indicate the carrying value of the asset may not be recoverable. 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. If the sum of the expected future net cash flows (undiscounted and without interest charges) is less than the carrying amount of the property or group of properties, the Joint Venture will recognize an impairment loss equal to the amount in which the carrying value exceeds the estimated fair value of the property or group of properties.
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Real estate taxes, interest expense and other directly related costs incurred during construction periods are capitalized to the development projects from the point the Joint Venture begins undergoing necessary activities to get the development ready for its intended use and ceases when the development projects are substantially completed and held available for occupancy. Upon substantial completion, the Joint Venture reclassifies construction in progress to building, tenant improvements and leasing commissions and will start depreciating the asset based on the estimated useful life.
The Joint Venture classifies certain properties and related assets and liabilities as held for sale when the sale of an asset has been duly approved by the Members, a legally enforceable contract has been executed and the buyer's due diligence period, if any, has expired. At such time, the respective assets and liabilities are presented separately on the consolidated balance sheets. Upon held for sale classification, the value the properties are reflected at the lower of cost or fair value, less costs to dispose.
Fair Value of Financial Instruments
The fair values of prepaid expenses and other assets, accounts payable and other accrued expenses and due to related party were not materially different from their carrying or contract values due to the short-term nature of these financial instruments. The Joint Venture has concluded that its determination of fair value for these financial instruments was primarily based on level 2 inputs. See Note 4 for the fair value of the construction loan.
Debt Issuance Costs
Debt issuance costs include fees and costs incurred to obtain long-term financing. These fees and costs are being amortized over the term of the construction loan. Accumulated amortization of debt issuance costs at December 31, 2022, which was capitalized to Construction in Progress, was $192.
Revenue Recognition
Rental income is recognized on a straight-line method under which contractual rent increases are recognized evenly over the lease term. For the years ended December 31, 2022 and 2021 and the period from July 8, 2020 (inception) through December 31, 2020, rental income includes land rent from a farm lease that has flat rent over the lease term. For the year ended December 31, 2022, rental revenues were accounted for as a reduction to capitalized development costs as development activities were in progress.
Gain on Sale of Real Estate
Asset sales are generally recognized when control of the asset being sold is transferred to the buyer. As the assets are sold, their costs and related accumulated depreciation, if any, are derecognized with resulting gains or losses reflected in net income. Estimated future costs to be incurred by the Joint Venture after completion of each sale are accrued and included in the determination of the gain on sales.
Income Taxes
In accordance with limited liability company taxation, each of the Members is responsible for reporting their share of taxable income or loss. Accordingly, no provision has been made in the financial statements for federal or state income taxes.
The Joint Venture files a federal tax return as well as a state return. The statute of limitations for income taxes is generally three years. As such, the Joint Venture’s tax returns for the 2022, 2021 and 2020 tax years are subject to examination.
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3. Investment in Real Estate
On August 14, 2020, the Joint Venture acquired approximately 575 developable acres of land for a purchase price of $70,530, excluding closing costs. The Joint Venture accounted for the land parcel as an asset acquisition and therefore capitalized transaction costs to the land basis.
On March 24, 2021, the Joint Venture acquired approximately two developable acres of land for a purchase price of $370, excluding closing costs. The Joint Venture accounted for the land parcel as an asset acquisition and therefore capitalized transaction costs to the land basis.
On June 30, 2022, the Joint Venture sold 358 developable acres of land to a third party. Gross proceeds from the sale were $255,287 and the gain on sale of real estate was $171,671. The gain on sale of real estate for the year ended December 31, 2022 reflects a $1,972 deferral of gain relating to construction of infrastructure work the Joint Venture is required to perform for the purchaser. The deferred gain will be recognized into income based on the percentage of completion method. See Note 7.
As of December 31, 2022, the Joint Venture had approximately 103 acres of developable land held for sale.
4. Indebtedness
On July 29, 2022, the Joint Venture entered into a construction loan with a borrowing capacity of $149,514, which matures on July 29, 2025. The construction loan provides for interest only payments at a variable rate of one-month SOFR plus 3%. The gross outstanding balance of the construction loan is $9,037, net of unamortized debt issuance costs of $1,188 on the consolidated balance sheet as of December 31, 2022. The fair value of the construction loan at December 31, 2022 is $8,934 and was determined by discounting the future cash flows using rates, as advised by our banker, at which a similar construction loan would be made to borrowers with similar credit ratings and for the same remaining term, assuming no repayment until maturity. The Joint Venture has concluded that its determination of fair value for the construction loan was primarily based on level 3 inputs. The Joint Venture believes it is in compliance with all covenants related to the construction loan as of December 31, 2022.
5. Members' Equity
Capital Contributions
The Members are required to make capital contributions in accordance with their ownership percentages from time to time as required by the Joint Venture's LLC agreement.
Distributions and Allocations of Profits and Losses
Distributions of operating cash flow and capital event proceeds are to be distributed to the Members in proportion to their ownership percentages, except to the extent an incentive fee is earned by FR Merit (see Note 6).
Operating profits and losses are allocated between the Members in proportion to their ownership percentages, except to the extent an incentive fee is earned by FR Merit (see Note 6).
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6. Related Party Transactions
Fees paid by the Joint Venture to a subsidiary of First Industrial or FR Merit include asset management fees, development fees and incentive fees.
•A subsidiary of First Industrial is entitled to receive an annual asset management fee. The asset management fee is paid quarterly in arrears and is based on a percentage of the sum of all member capital contributions, net of any return of capital distributions, and the aggregate outstanding principal balance of the borrowed indebtedness of the Joint Venture, if any, as of the date of calculation. For the years ended December 31, 2022 and 2021 and the period from July 8, 2020 (inception) through December 31, 2020, the subsidiary of First Industrial earned asset management fees totaling $166, $221 and $85, respectively. For the years ended December 31, 2022 and 2021, asset management fees totaling $166 and $56, respectively, were capitalized in Construction in Progress in the consolidated balance sheets.
•A subsidiary of First Industrial is entitled to receive development fees, which fees are based on a percentage of all hard and soft costs incurred. For the years ended December 31, 2022 and 2021 and the period from July 8, 2020 (inception) through December 31, 2020, the subsidiary of First Industrial earned development fees totaling $1,600, $42 and $0, respectively, which are reflected in Construction in Progress in the consolidated balance sheets.
•FR Merit is entitled to receive an incentive fee. Incentive fees are based on a percentage of operating cash flow and capital event proceeds to be distributed to the Members after certain IRR hurdles are met. For the year ended December 31, 2022, the Joint Venture distributions to FR Merit included $29,913 of incentive fees related to capital event proceeds. The Joint Venture uses the hypothetical liquidation at book value ("HLBV") model to calculate the amount of incentive fees earned by FR Merit, in excess of incentive fees distributed from capital event proceeds. As of December 31, 2022, additional incentive fees of $1,395 were earned by FR Merit based on the HLBV model.
The Joint Venture’s payable balance to a wholly owned subsidiary of First Industrial and FR Merit for asset management fees development fees and other reimbursements totaled $34 and $98 at December 31, 2022 and 2021, respectively.
7. Commitments and Contingencies
In the normal course of business, the Joint Venture is involved in legal actions arising from the ownership of its properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially adverse effect on the financial position, operations or liquidity of the Joint Venture.
In conjunction with the development of industrial properties, the Joint Venture has entered into agreements with a general contractor for the construction of three industrial buildings totaling approximately 1.8 million square feet of gross leasable area. As of December 31, 2022, the aggregate estimated investment in these buildings is $210,300. Of this amount, approximately $180,841 remains to be funded.
In connection with the Joint Venture’s sale of 358 developable acres to a third party on June 30, 2022 (see Note 3), the Joint Venture is required to complete infrastructure work for the purchaser. As of December 31, 2022, the estimated cost of the infrastructure work was $21,656 of which $19,715 remains to be incurred.
8. Subsequent Events
Subsequent events have been evaluated and disclosed herein relating to events that have occurred from January 1, 2023 through the issuance date of this report, February 15, 2023.
From January 1, 2023 to February 15, 2023, the Joint Venture borrowed $13,962 under the construction loan agreement.
From January 1, 2023 to February 15, 2023, Diamond and FR Merit contributed $1,788 and $1,718, respectively, to the Joint Venture.
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| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Properties | (In thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Atlanta | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1650 Highway 155 | McDonough, GA | $ | — | $ | $ | $ | ( | $ | $ | $ | $ | 1994 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 4051 Southmeadow Parkway | Atlanta, GA | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4071 Southmeadow Parkway | Atlanta, GA | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4081 Southmeadow Parkway | Atlanta, GA | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5570 Tulane Drive | Atlanta, GA | — | 1996 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 955 Cobb Place | Kennesaw, GA | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1005 Sigman Road | Conyers, GA | — | 1999 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2050 East Park Drive | Conyers, GA | — | 1999 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3060 South Park Boulevard | Ellenwood, GA | — | 2003 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 175 Greenwood Industrial Parkway | McDonough, GA | — | 2004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5095 Phillip Lee Drive | Atlanta, GA | — | ( | 2005 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6514 Warren Drive | Norcross, GA | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6544 Warren Drive | Norcross, GA | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5356 E. Ponce De Leon Avenue | Stone Mountain, GA | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5390 E. Ponce De Leon Avenue | Stone Mountain, GA | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1755 Enterprise Drive | Buford, GA | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4555 Atwater Court | Buford, GA | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 80 Liberty Industrial Parkway | McDonough, GA | — | ( | 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 596 Bonnie Valentine Way | Pendergrass, GA | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5055 Oakley Industrial Boulevard | Fairburn, GA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 11415 Old Roswell Road | Alpharetta, GA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1281 Highway 155 S. | McDonough, GA | — | 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4955 Oakley Industrial Boulevard | Fairburn, GA | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Baltimore/Washington D.C. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 16522 Hunters Green Parkway | Hagerstown, MD | — | 2003 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22520 Randolph Drive | Dulles, VA | — | 2004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22630 Dulles Summit Court | Dulles, VA | — | ( | 2004 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 11204 McCormick Road | Hunt Valley, MD | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 11110 Pepper Road | Hunt Valley, MD | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10709 Gilroy Road | Hunt Valley, MD | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10707 Gilroy Road | Hunt Valley, MD | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 38 Loveton Circle | Sparks, MD | — | ( | 2005 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1225 Bengies Road | Baltimore, MD | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 100 Tyson Drive | Winchester, VA | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 400 Old Post Road | Aberdeen, MD | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 500 Old Post Road | Aberdeen, MD | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5300 & 5315 Nottingham Drive | White Marsh, MD | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5301 Nottingham Drive | White Marsh, MD | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Central/Eastern Pennsylvania | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 401 Russell Drive | Middletown, PA | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2700 Commerce Drive | Middletown, PA | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2701 Commerce Drive | Middletown, PA | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2780 Commerce Drive | Middletown, PA | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 350 Old Silver Spring Road | Mechanicsburg, PA | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14 McFadden Road | Palmer, PA | — | ( | 2004 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 431 Railroad Avenue | Shiremanstown, PA | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6951 Allentown Boulevard | Harrisburg, PA | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2801 Red Lion Road | Philadelphia, PA | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1351 Eisenhower Boulevard, Bldg. 1 | Harrisburg, PA | — | ( | 2006 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1351 Eisenhower Boulevard, Bldg. 2 | Harrisburg, PA | — | ( | 2006 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 200 Cascade Drive, Bldg. 1 | Allentown, PA | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 200 Cascade Drive, Bldg. 2 | Allentown, PA | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1490 Dennison Circle | Carlisle, PA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 298 First Avenue | Gouldsboro, PA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 225 Cross Farm Lane | York, PA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2455 Boulevard of Generals | Norristown, PA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 105 Steamboat Boulevard | Manchester, PA | — | ( | 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 20 Leo Lane | York County, PA | — | 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3895 Eastgate Boulevard, Bldg A | Easton, PA | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3895 Eastgate Boulevard, Bldg B | Easton, PA | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 112 Bordnersville Road | Jonestown, PA | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 122 Bordnersville Road | Jonestown, PA | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2021 Woodhaven Road | Philadelphia, PA | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1960 Weaversville Road | Allentown, PA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2771 N. Market Street | Elizabethtown, PA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chicago | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 720-730 Landwehr Drive | Northbrook, IL | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1385 101st Street | Lemont, IL | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2300 Windsor Court | Addison, IL | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 305-311 Era Drive | Northbrook, IL | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 800 Business Drive | Mount Prospect, IL | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 580 Slawin Court | Mount Prospect, IL | — | ( | 2000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1005 101st Street | Lemont, IL | — | 2001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 175 Wall Street | Glendale Heights, IL | — | 2002 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 251 Airport Road | North Aurora, IL | — | 2002 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 400 Crossroads Parkway | Bolingbrook, IL | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7801 W. Industrial Drive | Forest Park, IL | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 725 Kimberly Drive | Carol Stream, IL | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2900 W. 166th Street | Markham, IL | — | ( | 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 555 W. Algonquin Road | Arlington Heights, IL | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1501 Oakton Street | Elk Grove Village, IL | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 16500 W. 103rd Street | Woodridge, IL | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8505 50th Street | Kenosha, WI | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4100 Rock Creek Boulevard | Joliet, IL | — | 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10100 58th Place | Kenosha, WI | — | ( | 2013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 401 Airport Road | North Aurora, IL | — | ( | 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3737 84th Avenue | Somers, WI | — | 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 81 Paragon Drive | Romeoville, IL | — | 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10680 88th Avenue | Pleasant Prairie, WI | — | 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8725 31st Street | Somers, WI | — | 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3500 Channahon Road | Joliet, IL | — | 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1998 Melissa Lane | Aurora, IL | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8630 31st Street | Somers, WI | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cincinnati | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4700-4750 Creek Road | Blue Ash, OH | — | 1996 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4436 Muhlhauser Road | Hamilton, OH | — | 2002 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4438 Muhlhauser Road | Hamilton, OH | — | 2002 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9345 Princeton-Glendale Road | Westchester, OH | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9525 Glades Drive | Westchester, OH | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9774-9792 Windisch Road | Westchester, OH | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9808-9830 Windisch Road | Westchester, OH | — | ( | 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9842-9862 Windisch Road | Westchester, OH | — | ( | 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9872-9898 Windisch Road | Westchester, OH | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9902-9922 Windisch Road | Westchester, OH | — | ( | 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dallas/Ft. Worth | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2406-2416 Walnut Ridge | Dallas, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2401-2419 Walnut Ridge | Dallas, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 900-906 Great Southwest Parkway | Arlington, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3000 West Commerce Street | Dallas, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 816 111th Street | Arlington, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1602-1654 Terre Colony Court | Dallas, TX | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2220 Merritt Drive | Garland, TX | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2485-2505 Merritt Drive | Garland, TX | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2110 Hutton Drive | Carrolton, TX | — | ( | 2001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 McKenzie Drive | Carrolton, TX | — | 2001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 McKenzie Drive | Carrolton, TX | — | 2001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2029-2035 McKenzie Drive | Carrolton, TX | — | 2001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2015 McKenzie Drive | Carrolton, TX | — | 2001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2009 McKenzie Drive | Carrolton, TX | — | 2001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 900-1100 Avenue S | Grand Prairie, TX | — | 2002 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Plano Crossing Business Park | Plano, TX | — | 2002 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 825-827 Avenue H | Arlington, TX | — | 2004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1013-31 Avenue M | Grand Prairie, TX | — | 2004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1172-84 113th Street | Grand Prairie, TX | — | ( | 2004 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1200-16 Avenue H | Arlington, TX | — | 2004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1322-66 W. North Carrier Parkway | Grand Prairie, TX | — | 2004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2401-2407 Centennial Drive | Arlington, TX | — | 2004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3111 West Commerce Street | Dallas, TX | — | 2004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 13800 Senlac Drive | Farmers Branch, TX | — | ( | 2005 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 801-831 S. Great Southwest Parkway | Grand Prairie, TX | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 801 Heinz Way | Grand Prairie, TX | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 901-937 Heinz Way | Grand Prairie, TX | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3301 Century Circle | Irving, TX | — | ( | 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3901 W. Miller Road | Garland, TX | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1251 North Cockrell Hill Road | Dallas, TX | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1171 North Cockrell Hill Road | Dallas, TX | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3996 Scientific Drive | Arlington, TX | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 750 Gateway Boulevard | Coppell, TX | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2250 East Bardin Road | Arlington, TX | — | 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2001 Midway Road | Lewisville, TX | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 Midway Road | Lewisville, TX | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5300 Mountain Creek | Dallas, TX | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3700 Sandshell Drive | Fort Worth, TX | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1901 Midway Road | Lewisville, TX | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2051 Midway Road | Lewisville, TX | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2075 Midway Road | Lewisville, TX | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Denver | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4785 Elati Street | Denver, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4770 Fox Street | Denver, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3851-3871 Revere Street | Denver, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4570 Ivy Street | Denver, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5855 Stapleton Drive North | Denver, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5885 Stapleton Drive North | Denver, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5977 North Broadway | Denver, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5952-5978 North Broadway | Denver, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4721 Ironton Street | Denver, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7003 E. 47th Ave Drive | Denver, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9500 West 49th Street - A | Wheatridge, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9500 West 49th Street - B | Wheatridge, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9500 West 49th Street - C | Wheatridge, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9500 West 49th Street - D | Wheatridge, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 451-591 East 124th Avenue | Thornton, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 11701 East 53rd Avenue | Denver, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5401 Oswego Street | Denver, CO | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 445 Bryant Street | Denver, CO | — | 1998 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 12055 E. 49th Avenue/4955 Peoria | Denver, CO | — | 1998 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4940-4950 Paris Street | Denver, CO | — | 1998 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7367 South Revere Parkway | Centennial, CO | — | 1998 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8020 Southpark Circle | Littleton, CO | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8810 W. 116th Circle | Broomfield, CO | — | 2001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8820 W. 116th Circle | Broomfield, CO | — | 2003 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8835 W. 116th Circle | Broomfield, CO | — | 2003 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 18150 E. 32nd Place | Aurora, CO | — | 2004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3400 Fraser Street | Aurora, CO | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7005 E. 46th Avenue Drive | Denver, CO | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4001 Salazar Way | Frederick, CO | — | ( | 2006 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5909-5915 N. Broadway | Denver, CO | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1815-1957 South 4650 West | Salt Lake City, UT | — | ( | 2006 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 21301 E. 33rd Drive | Aurora, CO | — | 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 21110 E. 31st Circle | Aurora, CO | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22300 E. 26th Avenue | Aurora, CO | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3350 Odessa Way | Aurora, CO | — | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22600 E. 26th Avenue | Aurora, CO | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8000 E. 96th Avenue | Henderson, CO | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Detroit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1624 Meijer Drive | Troy, MI | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1972 Meijer Drive | Troy, MI | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1826 Northwood Drive | Troy, MI | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1864 Northwood Drive | Troy, MI | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2791 Research Drive | Rochester Hills, MI | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2870 Technology Drive | Rochester Hills, MI | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2900 Technology Drive | Rochester Hills, MI | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2930 Technology Drive | Rochester Hills, MI | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2950 Technology Drive | Rochester Hills, MI | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 23014 Commerce Drive | Farmington Hills, MI | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 23093 Commerce Drive | Farmington Hills, MI | — | 1994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 32975 Capitol Avenue | Livonia, MI | — | ( | 1998 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 47711 Clipper Street | Plymouth Township, MI | — | 1998 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 12874 Westmore Avenue | Livonia, MI | — | ( | 1998 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 980 Chicago Road | Troy, MI | — | 1998 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1935-55 Enterprise Drive | Rochester Hills, MI | — | 1998 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5500 Enterprise Court | Warren, MI | — | 1998 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4872 S. Lapeer Road | Lake Orion Twsp, MI | — | 1999 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 28435 Automation Boulevard | Wixom, MI | — | 2004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 32200 N. Avis Drive | Madison Heights, MI | — | ( | 2005 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 100 Kay Industrial Drive | Orion Township, MI | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 42555 Merrill Road | Sterling Heights, MI | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Houston | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3351 Rauch Street | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3801-3851 Yale Street | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3337-3347 Rauch Street | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8505 N. Loop East Freeway | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4749-4799 Eastpark Drive | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4851 Homestead Road | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3365-3385 Rauch Street | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5050 Campbell Road | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4300 Pine Timbers Street | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2500-2530 Fairway Park Drive | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6550 Long Point Road | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1815 Turning Basin Drive | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1819 Turning Basin Drive | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1805 Turning Basin Drive | Houston, TX | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 11505 State Highway 225 | LaPorte City, TX | — | ( | 2005 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1500 E. Main Street | LaPorte City, TX | — | ( | 2005 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7230-7238 Wynnwood Lane | Houston, TX | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7240-7248 Wynnwood Lane | Houston, TX | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7250-7260 Wynnwood Lane | Houston, TX | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6400 Long Point Road | Houston, TX | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4526 N. Sam Houston Parkway | Houston, TX | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7967 Blankenship Drive | Houston, TX | — | 2010 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4800 West Greens Road | Houston, TX | — | 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 611 East Sam Houston Parkway S. | Pasadena, TX | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 619 East Sam Houston Parkway S. | Pasadena, TX | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6913 Guhn Road | Houston, TX | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 607 East Sam Houston Parkway | Pasedena, TX | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 615 East Sam Houston Parkway | Pasedena, TX | — | ( | 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2737 W. Grand Parkway N. | Katy, TX | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2747 W. Grand Parkway N. | Katy, TX | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Miami | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4700 NW 15th Avenue | Fort Lauderdale, FL | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4710 NW 15th Avenue | Fort Lauderdale, FL | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4720 NW 15th Avenue | Fort Lauderdale, FL | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4740 NW 15th Avenue | Fort Lauderdale, FL | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4750 NW 15th Avenue | Fort Lauderdale, FL | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4800 NW 15th Avenue | Fort Lauderdale, FL | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6891 NW 74th Street | Medley, FL | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1351 NW 78th Avenue | Doral, FL | — | 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2500 NW 19th Street | Pompano Beach, FL | — | 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6301 Lyons Road | Coconut Creek, FL | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1501 NW 64th Street | Fort Lauderdale, FL | — | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6499 NW 12th Avenue | Fort Lauderdale, FL | — | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6320 NW 12th Avenue | Fort Lauderdale, FL | — | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8801 NW 87th Avenue | Medley, FL | — | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9001 NW 87th Avenue | Medley, FL | — | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8404 NW 90th Street | Medley, FL | — | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1200 NW 15th Street | Pompano Beach, FL | — | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5301 W. Copans Road Land | Margate, FL | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1801 North Andrews | Pompano Beach, FL | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 11601 NW 107th Street | Miami, FL | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Minneapolis/St. Paul | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 12155 Nicollet Avenue | Burnsville, MN | — | 1995 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5775 12th Avenue | Shakopee, MN | — | 1998 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1157 Valley Park Drive | Shakopee, MN | — | 1999 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1087 Park Place | Shakopee, MN | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5391 12th Avenue SE | Shakopee, MN | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4701 Valley Industrial Boulevard S. | Shakopee, MN | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7035 Winnetka Avenue North | Brooklyn Park, MN | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 139 Eva Street | St. Paul, MN | — | ( | 2008 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 21900 Dodd Boulevard | Lakeville, MN | — | 2010 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 375 Rivertown Drive | Woodbury, MN | — | 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 935 Aldrin Drive | Eagan, MN | — | 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7050 Winnetka Avenue North | Brooklyn Park, MN | — | 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7051 West Broadway Avenue | Brooklyn Park, MN | — | 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nashville | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1931 Air Lane Drive | Nashville, TN | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4640 Cummings Park | Nashville, TN | — | 1999 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1740 River Hills Drive | Nashville, TN | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 211 Ellery Court | Nashville, TN | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 130 Maddox Road | Mt. Juliet, TN | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1281 Couchville Pike | Mt. Juliet, TN | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 400 Maddox Road | Mt. Juliet, TN | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New Jersey | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14 World's Fair Drive | Franklin, NJ | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 12 World's Fair Drive | Franklin, NJ | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22 World's Fair Drive | Franklin, NJ | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 26 World's Fair Drive | Franklin, NJ | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 24 World's Fair Drive | Franklin, NJ | — | 1997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 20 World's Fair Drive | Somerset, NJ | — | 1999 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 45 Route 46 | Pine Brook, NJ | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 43 Route 46 | Pine Brook, NJ | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 39 Route 46 | Pine Brook, NJ | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 26 Chapin Road | Pine Brook, NJ | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 30 Chapin Road | Pine Brook, NJ | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 20 Hook Mountain Road | Pine Brook, NJ | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 30 Hook Mountain Road | Pine Brook, NJ | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 16 Chapin Road | Pine Brook, NJ | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 20 Chapin Road | Pine Brook, NJ | — | 2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2500 Main Street | Sayreville, NJ | — | 2002 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2400 Main Street | Sayreville, NJ | — | 2003 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7851 Airport Highway | Pennsauken, NJ | — | 2003 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 309-313 Pierce Street | Somerset, NJ | — | 2004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 400 Cedar Lane | Florence Township, NJ | — | 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 301 Bordentown-Hedding Road | Bordentown, NJ | — | 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 302 Bordentown-Hedding Road | Bordentown, NJ | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 304 Bordentown-Hedding Road | Bordentown, NJ | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 445 Rising Sun Road | Bordentown, NJ | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Northern California | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8649 Kiefer Boulevard | Sacramento, CA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 18501 W. Stanford Road | Tracy, CA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 27403 Industrial Boulevard | Hayward, CA | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4160-4170 Business Center Drive | Fremont, CA | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4200 Business Center Drive | Fremont, CA | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22950 Clawiter Road | Hayward, CA | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 42650 Osgood Road | Fremont, CA | — | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2085 Burroughs Avenue | San Leandro, CA | — | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 24200 Clawiter Road | Hayward, CA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14951 Catalina Street | San Leandro, CA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Orlando | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6301 Hazeltine National Drive | Orlando, FL | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6005 24th Street East | Bradenton, FL | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8751 Skinner Court | Orlando, FL | — | 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4473 Shader Road | Orlando, FL | — | 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 550 Gills Drive | Orlando, FL | — | 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 450 Gills Drive | Orlando, FL | — | ( | 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4401 Shader Road | Orlando, FL | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 770 Gills Drive | Orlando, FL | — | ( | 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2234 West Taft Vineland Road | Orlando, FL | — | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Phoenix | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1045 South Edward Drive | Tempe, AZ | — | 1999 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 50 South 56th Street | Chandler, AZ | — | 2004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 245 W. Lodge Drive | Tempe, AZ | — | ( | 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1590 E. Riverview Drive | Phoenix, AZ | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14131 N. Rio Vista Boulevard | Peoria, AZ | — | ( | 2008 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8716 W. Ludlow Drive | Peoria, AZ | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3815 W. Washington Street | Phoenix, AZ | — | ( | 2008 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9180 W. Buckeye Road | Tolleson, AZ | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8644 West Ludlow Drive | Peoria, AZ | — | 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8606 West Ludlow Drive | Peoria, AZ | — | 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8679 West Ludlow Drive | Peoria, AZ | — | 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 94th Avenue & Buckeye Road | Tolleson, AZ | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 16560 W. Sells Drive | Goodyear, AZ | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 16951 W. Camelback Road | Goodyear, AZ | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3600 North Cotton Lane | Goodyear, AZ | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3350 North Cotton Lane | Goodyear, AZ | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4580 N. Pebble Creek Parkway | Goodyear, AZ | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Seattle | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1901 Raymond Avenue SW | Renton, WA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 19014 64th Avenue South | Kent, WA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 18640 68th Avenue South | Kent, WA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 621 37th Street NW | Auburn, WA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6407 S. 210th Street | Kent, WA | — | ( | 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1402 Puyallup Street | Sumner, WA | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22718 58th Place | Kent, WA | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14302 24th Street East | Sumner, WA | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1508 Valentine Avenue | Pacific, WA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10920 Steele Street | Lakewood, WA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 20320 80th Avenue South | Kent, WA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Southern California | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1944 Vista Bella Way | Rancho Dominguez, CA | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2000 Vista Bella Way | Rancho Dominguez, CA | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2835 East Ana Street | Rancho Dominguez, CA | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 665 N. Baldwin Park Boulevard | City of Industry, CA | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 27801 Avenue Scott | Santa Clarita, CA | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2610 & 2660 Columbia Street | Torrance, CA | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 433 Alaska Avenue | Torrance, CA | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2325 Camino Vida Roble | Carlsbad, CA | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2335 Camino Vida Roble | Carlsbad, CA | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2345 Camino Vida Roble | Carlsbad, CA | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2355 Camino Vida Roble | Carlsbad, CA | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2365 Camino Vida Roble | Carlsbad, CA | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2375 Camino Vida Roble | Carlsbad, CA | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6451 El Camino Real | Carlsbad, CA | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 13100 Gregg Street | Poway, CA | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 21730-21748 Marilla Street | Chatsworth, CA | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8015 Paramount Boulevard | Pico Rivera, CA | — | ( | 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3365 E. Slauson Avenue | Vernon, CA | — | ( | 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3015 East Ana Street | Rancho Dominguez, CA | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1250 Rancho Conejo Boulevard | Thousand Oaks, CA | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1260 Rancho Conejo Boulevard | Thousand Oaks, CA | — | ( | 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1270 Rancho Conejo Boulevard | Thousand Oaks, CA | — | ( | 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 100 West Sinclair Street | Perris, CA | — | ( | 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 777 190th Street | Gardena, CA | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14050 Day Street | Moreno Valley, CA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 12925 Marlay Avenue | Fontana, CA | — | ( | 2008 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 18201-18291 Santa Fe Avenue | Rancho Dominguez, CA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1011 Rancho Conejo Boulevard | Thousand Oaks, CA | — | ( | 2008 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 20700 Denker Avenue | Torrance, CA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 18408 Laurel Park Road | Rancho Dominguez, CA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2175 Cactus Road East | San Diego, CA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2175 Cactus Road West | San Diego, CA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 19021 S. Reyes Avenue | Rancho Dominguez, CA | — | 2008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 24870 Nandina Avenue | Moreno Valley, CA | — | 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6185 Kimball Avenue | Chino, CA | — | 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5553 Bandini Boulevard | Bell, CA | — | 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 16875 Heacock Street | Moreno Valley, CA | — | 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4710 Guasti Road | Ontario, CA | — | ( | 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 17100 Perris Boulevard | Moreno Valley, CA | — | 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 13414 S. Figueroa Street | Los Angeles, CA | — | 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3841 Ocean Ranch Boulevard | Oceanside, CA | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3831 Ocean Ranch Boulevard | Oceanside, CA | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3821 Ocean Ranch Boulevard | Oceanside, CA | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 145 West 134th Street | Los Angeles, CA | — | 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6150 Sycamore Canyon Boulevard | Riverside, CA | — | ( | 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 17825 Indian Street | Moreno Valley, CA | — | ( | 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 24901 San Michele Road | Moreno Valley, CA | — | 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
116
| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1445 Engineer Street | Vista, CA | — | 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 19067 Reyes Avenue | Rancho Dominguez, CA | — | 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10586 Tamarind Avenue | Fontana, CA | — | 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2777 Loker Avenue West | Carlsbad, CA | — | 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7105 Old 215 Frontage Road | Riverside, CA | — | 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 28545 Livingston Avenue | Valencia, CA | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3801 Ocean Ranch Boulevard | Oceanside, CA | 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3809 Ocean Ranch Boulevard | Oceanside, CA | 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3817 Ocean Ranch Boulevard | Oceanside, CA | 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 24385 Nandina Avenue | Moreno Valley, CA | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14999 Summit Drive | Eastvale, CA | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14969 Summit Drive | Eastvale, CA | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14939 Summit Drive | Eastvale, CA | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14909 Summit Drive | Eastvale, CA | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14940 Summit Drive | Eastvale, CA | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14910 Summit Drive | Eastvale, CA | — | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 930 Columbia Avenue | Riverside, CA | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 305 Sequoia Avenue | Ontario, CA | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3051 E. Maria Street | Rancho Dominguez, CA | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1709-1811 W. Mahalo Place | Compton, CA | — | ( | 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1964 Kellogg Avenue | Carlsbad, CA | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 353 Perry Street | Perris, CA | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8572 Spectrum Lane | San Diego, CA | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 801-817 E. Anaheim Street | Wilmington, CA | — | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10780 Redwood Avenue | Fontana, CA | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14518 Santa Ana Avenue | Fontana, CA | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 11253 Redwood Avenue | Fontana, CA | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 19302-19400 S. Laurel Park Road | Rancho Dominguez, CA | — | 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 24665 Nandina Avenue | Moreno Valley, CA | — | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
117
| FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost | Costs Capitalized Subsequent to Acquisition or Completion and Valuation Provision | Gross Amount Carried At Close of Period 12/31/22 | Year Acquired/ Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Building Address | Location (City/State) | (a) Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Total | (b) Accumulated Depreciation 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3125 Wilson Avenue | Perris, CA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 680 Columbia Avenue | Riverside, CA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1458 E. Mission Boulevard | Pomona, CA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1393 E. San Bernardino | San Bernardino, CA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2755 S. Willow Avenue | Rialto, CA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8410 Arjons Drive | San Diego, CA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7666 Formula Place | San Diego, CA | — | ( | 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2042 S. Grove Avenue | Ontario, CA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 200 West Sinclair Street | Perris, CA | — | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Developments in Process | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First Loop Logistics Park Building 1 | Kissimmee, FL | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First Loop Logistics Park Building 2 | Kissimmee, FL | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First Loop Logistics Park Building 3 | Kissimmee, FL | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First Loop Logistics Park Building 4 | Kissimmee, FL | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First Park Miami Building 1 | Medley, FL | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First Park Miami Building 10 | Medley, FL | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First Logistics Center @ 283 Building B | Elizabethtown, PA | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First 92 | Hayward, CA | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First Elm Logistics Center | Fontana, CA | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First Park Miami Building 13 | Medley, FL | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First Rider Logistics Center | Perris, CA | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First Wilson Logistics Center II | Perris, CA | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First Pioneer Logistics Center | Redlands, CA | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| First Stockton Logistics Center | Stockton, CA | — | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land Parcels | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land Parcels | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
118
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2022
NOTES:
(a)See description of encumbrances in Note 4 to the Consolidated Financial Statements. For purposes of this schedule the total principal balance of a mortgage loan payable that is collateralized by a pool of properties is allocated among the properties in the pool based on each property's carrying balance.
(b)Depreciation is computed based upon the following estimated lives:
| Buildings and Improvements | 3 to 50 years | ||||
| Land Improvements | 1 to 25 years | ||||
| Tenant Improvements, Leasehold Improvements | |||||
At December 31, 2022, the aggregate cost of land and buildings and equipment, excluding construction in progress, for federal income tax purpose was approximately $4.8 billion.
The changes in investment in real estate for the three years ended December 31, are as follows:
| 2022 | 2021 | 2020 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Balance, Beginning of Year | $ | $ | $ | ||||||||||||||
| Acquisition of Real Estate Assets | |||||||||||||||||
| Construction Costs and Improvements | |||||||||||||||||
| Disposition of Real Estate Assets | ( | ( | ( | ||||||||||||||
| Write-off of Fully Depreciated and Other Assets | ( | ( | ( | ||||||||||||||
| Balance, End of Year Including Real Estate Held for Sale | $ | $ | $ | ||||||||||||||
Real Estate Held for Sale (A) | ( | ||||||||||||||||
| Balance, End of Year Excluding Real Estate Held for Sale | $ | $ | $ | ||||||||||||||
119
The changes in accumulated depreciation for the three years ended December 31, are as follows:
| 2022 | 2021 | 2020 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Balance, Beginning of Year | $ | $ | $ | ||||||||||||||
| Depreciation for Year | |||||||||||||||||
| Disposition of Real Estate Assets | ( | ( | ( | ||||||||||||||
| Write-off of Fully Depreciated and Other Assets | ( | ( | ( | ||||||||||||||
| Balance, End of Year Including Real Estate Held for Sale | $ | $ | $ | ||||||||||||||
Real Estate Held for Sale (B) | ( | ||||||||||||||||
| Balance, End of Year Excluding Real Estate Held for Sale | $ | $ | $ | ||||||||||||||
_______________
(A) The Real Estate Held for Sale at December 31, 2020 excludes $454 of other assets.
120
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/ PETER E. BACCILE | |||||||
| Peter E. Baccile President, Chief Executive Officer and Director (Principal Executive Officer) | ||||||||
Date: February 15, 2023
| By: | /S/ SCOTT A. MUSIL | |||||||
| Scott A. Musil Chief Financial Officer (Principal Financial Officer) | ||||||||
Date: February 15, 2023
| By: | /S/ SARA E. NIEMIEC | |||||||
| Sara E. Niemiec Chief Accounting Officer (Principal Accounting Officer) | ||||||||
Date: February 15, 2023
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/ MATTHEW S. DOMINSKI | Chairman of the Board of Directors | February 15, 2023 | ||||||||||||
| Matthew S. Dominski | ||||||||||||||
/S/ PETER E. BACCILE | President, Chief Executive Officer and Director | February 15, 2023 | ||||||||||||
| Peter E. Baccile | ||||||||||||||
/S/ JOHN RAU | Lead Independent Director | February 15, 2023 | ||||||||||||
| John Rau | ||||||||||||||
/S/ TERESA B. BAZEMORE | Director | February 15, 2023 | ||||||||||||
| Teresa B. Bazemore | ||||||||||||||
/S/ H. PATRICK HACKETT, JR. | Director | February 15, 2023 | ||||||||||||
| H. Patrick Hackett, Jr. | ||||||||||||||
/S/ DENISE A. OLSEN | Director | February 15, 2023 | ||||||||||||
| Denise A. Olsen | ||||||||||||||
/S/ MARCUS L. SMITH | Director | February 15, 2023 | ||||||||||||
| Marcus L. Smith | ||||||||||||||
121
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, L.P. | ||||||||
| By: | FIRST INDUSTRIAL REALTY TRUST, INC. | |||||||
| as general partner | ||||||||
| By: | /S/ PETER E. BACCILE | |||||||
| Peter E. Baccile President, Chief Executive Officer and Director (Principal Executive Officer) | ||||||||
Date: February 15, 2023
| By: | /S/ SCOTT A. MUSIL | |||||||
| Scott A. Musil Chief Financial Officer (Principal Financial Officer) | ||||||||
Date: February 15, 2023
| By: | /S/ SARA E. NIEMIEC | |||||||
| Sara E. Niemiec Chief Accounting Officer (Principal Accounting Officer) | ||||||||
Date: February 15, 2023
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/ MATTHEW S. DOMINSKI | Chairman of the Board of Directors | February 15, 2023 | ||||||||||||
| Matthew S. Dominski | ||||||||||||||
/S/ PETER E. BACCILE | President, Chief Executive Officer and Director | February 15, 2023 | ||||||||||||
| Peter E. Baccile | ||||||||||||||
/S/ JOHN RAU | Lead Independent Director | February 15, 2023 | ||||||||||||
| John Rau | ||||||||||||||
/S/ TERESA B. BAZEMORE | Director | February 15, 2023 | ||||||||||||
| Teresa B. Bazemore | ||||||||||||||
/S/ H. PATRICK HACKETT, JR. | Director | February 15, 2023 | ||||||||||||
| H. Patrick Hackett, Jr. | ||||||||||||||
/S/ DENISE A. OLSEN | Director | February 15, 2023 | ||||||||||||
| Denise A. Olsen | ||||||||||||||
/S/ MARCUS L. SMITH | Director | February 15, 2023 | ||||||||||||
| Marcus L. Smith | ||||||||||||||
122
EXHIBIT 10.9
FIRST INDUSTRIAL REALTY TRUST, INC.
FIRST INDUSTRIAL, L.P.
TIME BASED LTIP UNIT AWARD AGREEMENT
TIME BASED LTIP UNIT AWARD AGREEMENT
Name of Grantee: ______________________ (the “Grantee”)
Grant Date: _______ ___, 2023 (the “Grant Date”)
No. of LTIP Units: ______________ LTIP Units
RECITALS
A. The Grantee is an employee of First Industrial Realty Trust, Inc., a Maryland corporation (the “Company”), which is the general partner of First Industrial, L.P., a Delaware limited partnership through which the Company conducts substantially all of its operations (the “Partnership”), or one of its subsidiaries.
B. The Company maintains the First Industrial Realty Trust, Inc. 2014 Stock Incentive Plan (as amended, modified or supplemented from time to time, the “2014 Plan”), which is incorporated into and forms a part of this award agreement (this “Award Agreement”).
C. The Grantee has been selected to receive the LTIP Units set forth above (the “Award LTIP Units”) as an award (the “Award”) under the 2014 Plan and pursuant to the Partnership Agreement.
D. Capitalized terms used herein shall have the respective meanings ascribed to them in Appendix A hereto. Unless the context requires otherwise, capitalized terms used, but not otherwise defined herein or in Appendix A, shall have the respective meanings ascribed to them in the 2014 Plan.
NOW, THEREFORE, in consideration of the foregoing and the premises and mutual covenants contained herein, and for other good and valuable consideration, the Company, the Partnership and the Grantee hereby agree, freely and with full knowledge and consent, as follows:
1. Grant of Award LTIP Units.
(a) The Company hereby grants the Award LTIP Units to the Grantee as of the Grant Date, which will be subject to forfeiture based on the vesting requirements set forth in this Award Agreement.
(b) The Grantee shall be admitted as a partner of the Partnership with beneficial ownership of the Award LTIP Units as of the Grant Date by (i) signing and delivering to the Partnership a copy of this Award Agreement and (ii) if the Grantee is not already a signatory to the Partnership Agreement or if otherwise requested by the Partnership, signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit A). Thereupon, the Grantee shall have all the rights of a Limited Partner of the Partnership with respect to the Award LTIP Units granted pursuant hereto, as set forth in the Partnership Agreement, subject, however, to the restrictions and conditions specified herein. The Award LTIP Units constitute and shall be treated for all purposes as the property of the Grantee, subject to the terms of this Award Agreement and the Partnership Agreement.
2. Vesting.
(a) The “Restricted Period” for each installment of Award LTIP Units set forth in the table immediately below (each, an “Installment”) shall begin on the Grant Date and end as described in the table immediately below; provided that the Grantee’s Termination of Service has not occurred prior thereto:
| Installment | Restricted Period shall end on: | ||||
| 33.33% of Award LTIP Units | January 1, 2024 | ||||
| 33.33% of Award LTIP Units | January 1, 2025 | ||||
| 33.33% of Award LTIP Units | January 1, 2026 | ||||
Except as otherwise set forth below, following the expiration of the Restricted Period for each Installment, such Installment will be vested.
(b) Upon the consummation of a Change of Control, the Restricted Period for all then outstanding Award LTIP Units (i.e., Award LTIP Units that had not previously been forfeited) shall cease and such Award LTIP Units shall become fully vested as of the effective date of the Change of Control.
(c) Notwithstanding the foregoing provisions of this Section 2, (i) the Restricted Period for all the Award LTIP Units shall cease immediately and such Award LTIP Units shall become fully vested immediately upon the Grantee’s Termination of Service due to the Grantee’s Disability, death, or Retirement and (ii) the Restricted Period for all the Award LTIP Units shall be subject to accelerated expiration or waiver pursuant to (A) any employment, consulting or similar service agreement between the Grantee and the Company or any of its subsidiaries or (B) otherwise pursuant to the authority of the Committee.
(d) Except as set forth in Section 2(c) above, if the Grantee’s Termination of Service occurs prior to the expiration of one or more Restricted Periods, the Grantee shall forfeit all right, title and interest in and to any Installment(s) still subject to a Restricted Period as of such Termination of Service.
(e) The Grantee may, but shall not be required to, make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (a “Section 83(b) Election”) with respect to the Award LTIP Units. In the event that the Grantee elects to make a Section 83(b) Election, the Grantee may use the form of election attached as Appendix B hereto but shall be solely responsible for preparing and timely filing such election with the IRS. In the event that the Grantee makes a Section 83(b) Election, the Grantee shall provide an executed copy of such election to the Company promptly after Grantee’s filing of such election.
3. Distributions.
(a) The holder of the Award LTIP Units shall be entitled to receive distributions with respect to such Award LTIP Units to the extent provided for in the Partnership Agreement.
(b) All cash distributions paid with respect to the Award LTIP Units shall be fully vested and non-forfeitable when paid, whether or not the Award LTIP Units have become vested as provided in Section 2 hereof, unless otherwise provided pursuant to Section 4 hereof.
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4. Changes in Capital Structure. If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company or other transaction similar thereto, (ii) any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, significant repurchases of stock, or other similar change in the capital stock of the Company, (iii) any cash dividend or other distribution to holders of shares of Stock or Partnership Units shall be declared and paid other than in the ordinary course, or (iv) any other extraordinary corporate event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of equitable or proportionate adjustment in the terms of this Award Agreement or the Award LTIP Units to avoid distortion in the value of this Award, then the Committee shall make equitable or proportionate adjustment and take such other action as it deems necessary to maintain the Grantee’s rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the Award LTIP Units prior to such event, including, without limitation: (A) interpretations of or modifications to any defined term in this Award Agreement; (B) adjustments in any calculations provided for in this Award Agreement, and (C) substitution of other awards under the 2014 Plan or otherwise. All adjustments made by the Committee shall be final, binding and conclusive.
5. Restrictions on Transfer. Except as otherwise agreed to by the Company and the Partnership, none of the Award LTIP Units granted hereunder nor any of the Partnership Units into which such Award LTIP Units may be converted (the “Award Partnership Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law (each such action a “Transfer”) and the redemption rights (as set forth in Article IX of the Partnership Agreement) may not be exercised with respect to the Award Partnership Units, provided that, at any time after the date that (a) the Award LTIP Units vest and (b) is two (2) years after the Grant Date, (i) the Award LTIP Units or Award Partnership Units may be Transferred to Family Members by gift or domestic relations order, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Award Agreement and that subsequent transfers shall be prohibited except those in accordance with this Section 5 and (ii) the redemption rights set forth in Article IX of the Partnership Agreement may be exercised with respect to Award Partnership Units, and Award Partnership Units may be Transferred pursuant to the exercise of such redemption rights, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, all Transfers of the Award LTIP Units or Award Partnership Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of the Award LTIP Units or Award Partnership Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act of 1933, as amended). Any attempted Transfer of the Award LTIP Units or Award Partnership Units not in accordance with the terms and conditions of this Section 5 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any of the Award LTIP Units or Award Partnership Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any of the Award LTIP Units or Award Partnership Units. This Award Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.
6. Withholding and Taxes. In the event that any tax is required to be withheld in respect of this Award, no later than the date as of which an amount first becomes includible in the gross income of the Grantee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to this Award, the Grantee will pay to the Company or, if appropriate, any of its affiliates, or make arrangements satisfactory to the Committee regarding the payment of, any United States federal,
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state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company and the Partnership under this Agreement will be conditional on such payment or arrangements, and the Company and its affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee.
7. Administration. The authority to manage and control the operation and administration of this Award Agreement and the 2014 Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the 2014 Plan. Any interpretation of this Award Agreement or the 2014 Plan by the Committee and any decision made by it with respect to this Award Agreement or the 2014 Plan shall be final and binding on all persons.
8. Plan Governs. Notwithstanding anything in this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the 2014 Plan, a copy of which may be obtained by the Grantee from the office of the Secretary of the Company; and this Award Agreement shall be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the 2014 Plan. Notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancies between the 2014 Plan and this Award Agreement, the 2014 Plan shall control. Further notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancies between the corporate records of the Company and this Award Agreement, the corporate records shall control.
9. Not an Employment Contract. The grant of this Award shall not confer on the Grantee any right with respect to continuance of service with the Company or any affiliate or subsidiary, nor shall such grant confer any right to future grants of Award LTIP Units, or any other awards in lieu thereof, while employed by the Company or any affiliate or subsidiary. The grant shall not interfere in any way with the right of the Company or any affiliate or subsidiary to terminate the Grantee’s service at any time.
10. Validity. If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.
11. References. References herein to rights and obligations of the Grantee shall apply, where appropriate, to the Grantee’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award Agreement.
12. Notice. Any notice required or permitted to be given under this Award Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:
| If to the Company: | First Industrial Realty Trust, Inc. One North Wacker Drive, Suite 4200 Chicago, Illinois 60606 Attn: Jennifer Matthews Rice, General Counsel | ||||
| If to the Grantee: | At the most recent address on file with the Company. | ||||
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13. Counterparts. This Award Agreement may be executed in counterparts, each of which shall constitute one (1) and the same instrument.
14. Amendment. This Award Agreement may be amended in accordance with the provisions of the 2014 Plan, and may otherwise be amended by written agreement of the Grantee, the Company and the Partnership without the consent of any other person.
15. Governing Law. This Award Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without reference to the principles of conflict of laws, except to the extent such law is preempted by federal law.
16. Data Privacy. The Grantee agrees to the collection, use, processing and transfer (collectively, the “Use”) of certain personal data such as the Grantee’s name, salary, job title, and position evaluation rating, along with details of all past awards and current awards outstanding and awarded under the 2014 Plan or otherwise (collectively, the “Data”), for the purpose of administering the 2014 Plan, a copy of which the Grantee acknowledges having received and understood. The Grantee further acknowledges and agrees that the Company and its affiliates and subsidiaries may make Use of the Data amongst themselves or with any other third parties assisting the Company in the administration of the 2014 Plan (collectively, the “Data Recipients”). The Grantee hereby further authorizes any Data Recipients, including any Data Recipients located in foreign jurisdictions, to continue to make Use of the Data, in electronic or other form, for the purposes of administering the 2014 Plan, including without limitation, any necessary Use of such Data as may be required for the subsequent holding of Stock on the Grantee’s behalf by a broker or other third party with whom the Grantee may elect to deposit any Stock acquired through the 2014 Plan or otherwise. The Company shall, at all times, take all commercially reasonable efforts to ensure that appropriate safety measures shall be in place to ensure the confidentiality of the Data, and that no Use shall be made of the Data for any purpose other than the administration of the 2014 Plan. The Grantee may, at any time, review his or her Data and request necessary amendments to such Data. The Grantee may withdraw consent to the Use of the Data herein by notifying the Company in writing; provided, however, that because the Data is essential to the Company’s ability to administer the 2014 Plan and to assess employee admissibility under the 2014 Plan, by withdrawing consent to the Use of the Data, the Grantee may affect his or her eligibility to participate in the 2014 Plan. The Grantee hereby releases and forever discharges the Company from any and all claims, demands, actions, causes of action, damages, liabilities, costs, losses and expenses arising out of, or in connection with, the Use of the Data for purposes of administering the 2014 Plan, including without limitation, any and all claims for invasion of privacy, infringement of the Grantee’s right of publicity, defamation and any other personal, moral and/or property rights.
17. Section 409A. It is the intention of the Company that this Award Agreement and each Award LTIP Unit granted hereunder shall comply with the requirements of Section 409A of the Code or be exempt from Section 409A of the Code and, with respect to amounts that are subject to Section 409A of the Code, shall in all respects be administered in accordance with Section 409A of the Code, and this Award Agreement, the Plan (insofar as it is incorporated by reference into this Award Agreement) and the terms and conditions of all Award LTIP Units shall be interpreted accordingly. Notwithstanding anything in this Award Agreement to the contrary, to the extent required by Section 409A of the Code, any amount payable to the Grantee hereunder on account of the Grantee’s “separation from service” shall be delayed and paid to the Grantee on the first business day after the date that is six (6) months following the Grantee’s “separation from service.” The Company does not guarantee that this Award or any payments or benefits that may be made or provided hereunder will satisfy all applicable provisions of Section 409A or any other Section of the Code.
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18. Section 409A Amendment. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Grantee in order to maintain an exclusion from the application of, or to maintain compliance with, Section 409A of the Code. Any such amendment shall maintain, to the extent practicable, the original intent of the applicable provision. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgement of and consent to such rights of the Company.
19. Clawback Policy. This Award, and any amount or benefit received hereunder shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Company clawback policy, as it may be amended from time to time (the “Policy”) and any applicable law. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgment of and consent to the Company’s application, implementation and enforcement of (a) the Policy or any similar policy established by the Company that may apply to the Grantee and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, as well as the Grantee’s express agreement that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Grantee) or applicable law, without further consideration or action.
(Signature page to follow)
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IN WITNESS WHEREOF, the undersigned has executed this Award Agreement as of the Grant Date.
GRANTEE By: | |||||
First Industrial, L.P.
| By: | First Industrial Realty Trust, Inc., its general partner | ||||
By: | |||||
| Name: | Jennifer Matthews Rice | ||||
| Title: | General Counsel | ||||
First Industrial Realty Trust, Inc.
| By: | |||||
| Name: | Jennifer Matthews Rice | ||||
| Title: | General Counsel | ||||
[Signature page to LTIP Award Agreement]
APPENDIX A
DEFINITIONS
“2014 Plan” has the meaning set forth in the Recitals.
“Award” has the meaning set forth in the Recitals.
“Award Agreement” has the meaning set forth in the Recitals.
“Award LTIP Units” has the meaning set forth in the Recitals.
“Award Partnership Units” has the meaning set forth in Section 5.
“Company” has the meaning set forth in the Recitals.
“Data” has the meaning set forth in Section 16.
“Data Recipient” has the meaning set forth in Section 16.
“Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships of the Grantee, any person sharing the Grantee’s household (other than a tenant of the Grantee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Grantee) control the management of assets, and any other entity in which these persons (or the Grantee) own more than fifty percent of the voting interests.
“Grant Date” has the meaning set forth on the first page of this Agreement.
“Grantee” has the meaning set forth on the first page of this Agreement.
“Installment” has the meaning set forth in Section 2(a).
“LTIP Unit” has the meaning set forth in the Partnership Agreement.
“Partnership” has the meaning set forth in the Recitals.
“Partnership Agreement” means the Thirteenth Amended and Restated Limited Partnership Agreement of the Partnership, dated as of December 13, 2018, as amended from time to time.
“Partnership Unit” has the meaning set forth in the Partnership Agreement.
“Policy” has the meaning set forth in Section 19.
“Restricted Period” has the meaning set forth in Section 2(a).
“Retirement” means the Grantee’s voluntary Termination of Service where the Grantee: (i) has attained the age of sixty (60) with at least ten (10) consecutive years of service with the Company or an affiliate or subsidiary of Company; and (ii) has provided the Company with at least ninety (90) days prior written notice of the proposed date of voluntary Termination of Service.
“Section 83(b) Election” has the meaning set forth in Section 2(e).
“Transfer” has the meaning set forth in Section 5.
“Use” has the meaning set forth in Section 16.
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APPENDIX B
83(B) Election Form
ELECTION TO INCLUDE IN GROSS INCOME IN YEAR OF TRANSFER OF PROPERTY PURSUANT TO §83(B) OF THE INTERNAL REVENUE CODE
The undersigned hereby elects pursuant to §83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:
1. The Taxpayer’s name, address, and taxpayer identification number of the undersigned are:
_________
_________
_________
_________
_________
Social Security #:_________
2. Description of property with respect to which the election is being made:
«Partnership_Units» LTIP Units (“LTIP Units”) in First Industrial, L.P., a Delaware Limited Partnership (the “Partnership”), the terms of which are set forth in that certain Thirteenth Amended and Restated Agreement of Limited Partnership of First Industrial, L.P., dated as of December 13, 2018.
3. The date on which property was transferred and taxable year of transfer:
Date of transfer: _____ __, 2023. Taxable year of transfer: calendar year 2023.
4. The nature of the restriction(s) to which the property is subject is:
(a) With limited exceptions, until the LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the LTIP Units without the consent of the Partnership.
(b) The Taxpayer’s LTIP Units vest in accordance with the vesting provisions described in the Schedule attached hereto. Unvested LTIP Units are forfeited in accordance with the vesting provisions described in the Schedule attached hereto.
5. Fair Market Value: The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the property with respect to which this election is being made is $0 per LTIP Unit.
6. Amount paid for the property: The amount paid by Taxpayer for said property was $0 per LTIP Unit.
7. Gross income inclusion: The amount to include in gross income is $0.
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The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election also will be furnished to the person for whom the services were performed. The undersigned is the person performing the services in connection with which the property was transferred.
Dated: _________
____________________________________
<Name>, the Taxpayer
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Schedule to Section 83(b) Election - Vesting Provisions of LTIP Units
The LTIP Units are subject to time-based vesting. 33.33% of the LTIP Units will vest on each of January 1, 2024, January 1, 2025 and January 1, 2026, provided that the Taxpayer does not have a Termination of Service (as defined the Company’s 2014 Stock Incentive Plan) prior to such date, subject to acceleration in certain circumstances. Unvested LTIP Units are subject to forfeiture in the event of failure to vest based on a Termination of Service.
B-3
EXHIBIT A
FORM OF LIMITED PARTNER SIGNATURE PAGE
The Grantee, desiring to become one of the within named Limited Partners of First Industrial, L.P., a Delaware limited partnership, hereby becomes a party to the Limited Partnership Agreement of First Industrial, L.P., as amended and restated through the date hereof (the “Partnership Agreement”). The Grantee agrees that this signature page may be attached to any counterpart of the Partnership Agreement.
LIMITED PARTNER
By:
Dated:
Address of Limited Partner:
_________
EXHIBIT 10.10
RFIRST INDUSTRIAL REALTY TRUST, INC.
2014 STOCK INCENTIVE PLAN
TIME BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS TIME BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (“Award Agreement”) is made and entered into as of _______ ___, 2023 (the “Grant Date”), by and between First Industrial Realty Trust, Inc. (the “Company”) and (the “Grantee”).
WHEREAS, the Company maintains the First Industrial Realty Trust, Inc. 2014 Stock Incentive Plan, as amended (the “Plan”), which is incorporated into and forms a part of this Award Agreement;
WHEREAS, the Grantee has been selected by the Compensation Committee of the Board (“Committee”) to receive an award of Restricted Stock Units under the Plan; and
WHEREAS, this Award Agreement is subject to the terms of the Plan and capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Plan.
NOW, THEREFORE, in consideration of the foregoing and the premises and mutual covenants contained herein, and for other good and valuable consideration, the Company and the Grantee hereby agree, freely and with full knowledge and consent, as follows:
1. Grant. The Company hereby grants to the Grantee Restricted Stock Units pursuant to the Plan (“Award” or “Units”) as of the Grant Date. Each Unit represents the right of the Grantee to receive in the future, subject to the terms and conditions set forth in this Award Agreement and the 2014 Plan, one (1) share of Stock once the Restricted Period ends. Until the expiration of the Restricted Period, the Units shall be credited to the Grantee in an unfunded bookkeeping account established for the Grantee by the Company.
2. Vesting.
(a) The “Restricted Period” for each installment of Units set forth in the table immediately below (each, an “Installment”) shall begin on the Grant Date and end as described in the table immediately below; provided that the Grantee’s Termination of Service has not occurred prior thereto:
| Installment | Restricted Period shall end on: | ||||
| 33.33% of Units | January 1, 2024 | ||||
| 33.33% of Units | January 1, 2025 | ||||
| 33.33% of Units | January 1, 2026 | ||||
Except as otherwise set forth below, following the expiration of the Restricted Period for each Installment, such Installment will be vested.
(b) Upon the consummation of a Change of Control, the Restricted Period for all then outstanding Units (i.e., Units that had not previously been forfeited) shall cease and such Units shall become fully vested as of the effective date of the Change of Control.
(c) Notwithstanding the foregoing provisions of this Section 2, (i) the Restricted Period for all the Units shall cease immediately and such Units shall become fully vested immediately upon the Grantee’s Termination of Service due to the Grantee’s Disability, death or Retirement and (ii)
the Restricted Period for all the Units shall be subject to accelerated expiration or waiver pursuant to (A) any employment, consulting or similar service agreement between the Grantee and the Company or any of its subsidiaries or (B) otherwise pursuant to the authority of the Committee.
(d) Except as set forth in Section 2(c) above, if the Grantee’s Termination of Service occurs prior to the expiration of one or more Restricted Periods, the Grantee shall forfeit all right, title and interest in and to any Installment(s) still subject to a Restricted Period as of such Termination of Service.
(e) “Retirement” means the Grantee’s voluntary Termination of Service where the Grantee: (i) has attained the age of sixty (60) with at least ten (10) consecutive years of service with the Company or an affiliate or subsidiary of Company; and (ii) has provided the Company with at least ninety (90) days prior written notice of the proposed date of voluntary Termination of Service.
(f) All calculations, valuations, and determinations shall be made by the Committee in its sole discretion.
3. Share Delivery. Delivery of Stock or other amounts under this Award Agreement and the Plan shall be subject to the following:
(a) As soon as practicable following the end of the respective Restricted Period, but in no event later than forty-five (45) days following the end of such Restricted Period (provided that, with respect to each Unit that constitutes Deferred Compensation, if such 45-day period spans more than one calendar year, settlement shall be made in the later year), one (1) share of Stock shall be issued to the Grantee in respect of each vested Unit for which the Restricted Period has lapsed; provided, however, that, with respect to each Unit that vests pursuant to Section 2(b) above that constitutes Deferred Compensation, settlement of such Unit shall occur upon (i) the consummation of the Change of Control if such Change of Control constitutes a “change in control event” within the meaning of Section 409A of the Code (each, a “409A Change in Control Event”) or (ii) if such Change of Control does not constitute a 409A Change in Control Event, the earliest of (A) sixty (60) days following the end of the Restricted Period set forth in Section 2(a) above and (B) the Grantee’s Termination of Service.
(b) To the extent that this Award Agreement and the Plan provide for the issuance of Stock, such issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.
(c) Notwithstanding any other term of this Award Agreement or the Plan, the Company shall have no obligation to deliver any Stock or make any other distribution of benefits under this Award Agreement or the Plan unless such delivery or distribution complies with all applicable laws and the applicable rules of any securities exchange or similar entity.
4. Rights of Stockholder; Dividend Equivalents. The Grantee, by virtue of this Award, shall have no right to receive dividends or distributions with respect to any shares of Stock, or vote any shares of Stock, prior to the issuance of such Stock upon the vesting of Units hereunder. Notwithstanding the foregoing, in lieu of actual dividend rights in connection with the Units, each time the Company pays a cash dividend on the Stock, the Grantee shall have the right to receive cash, on a current basis, equal to the amount per share of Stock of such cash dividend multiplied by all Units outstanding pursuant to this Award as of the applicable record date for such cash dividend.
5. Corporate Transactions. To the extent permitted under Section 409A of the Code, if applicable, in the event of a corporate transaction involving the Company or the shares of Stock of the Company (including any stock dividend, stock split, extraordinary cash dividend, recapitalization,
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reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), this Award shall automatically be adjusted to proportionately and uniformly reflect such transaction; provided, however, that the Committee may otherwise adjust this Award (or prevent such automatic adjustment) as it deems necessary, in its sole discretion, to preserve the benefits or potential benefits of this Award and the Plan.
6. Nontransferability. This Award shall not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except by will or the laws of descent and distribution.
7. Withholding. The Grantee shall make appropriate arrangements with the Company, consistent with the provisions of Section 12 of the Plan for satisfaction of any applicable tax withholding requirements, or similar requirements, arising out of this Award Agreement. The Grantee may elect, subject to such ministerial rules as may be established by the Committee from time to time, to have such tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to this Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due (based on the minimum statutory rates).
8. Administration. The authority to manage and control the operation and administration of this Award Agreement and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to Plan. Any interpretation of this Award Agreement or the Plan by the Committee and any decision made by it with respect to this Award Agreement or the Plan shall be final and binding on all persons.
9. Plan Governs. Notwithstanding anything in this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Grantee from the office of the Secretary of the Company; and this Award Agreement shall be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancies between the Plan and this Award Agreement, the Plan shall control. Further notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancies between the corporate records of the Company and this Award Agreement, the corporate records shall control.
10. Not an Employment Contract. The grant of this Award shall not confer on the Grantee any right with respect to continuance of service with the Company or any affiliate or subsidiary, nor shall such grant confer any right to future grants of Units, or any other awards in lieu thereof, while employed by the Company or any affiliate or subsidiary. The grant shall not interfere in any way with the right of the Company or any affiliate or subsidiary to terminate the Grantee’s service at any time.
11. Validity. If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.
12. References. References herein to rights and obligations of the Grantee shall apply, where appropriate, to the Grantee’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award Agreement.
13. Notice. Any notice required or permitted to be given under this Award Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by
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certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:
| If to the Company: | First Industrial Realty Trust, Inc. One North Wacker Drive, Suite 4200 Chicago, Illinois 60606 Attn: General Counsel | ||||
| If to the Grantee: | At the most recent address on file with the Company. | ||||
14. Counterparts. This Award Agreement may be executed in counterparts, each of which shall constitute one (1) and the same instrument.
15. Amendment. This Award Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended by written agreement of the Grantee and the Company without the consent of any other person.
16. Governing Law. This Award Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without reference to the principles of conflict of laws, except to the extent such law is preempted by federal law.
17. Data Privacy. The Grantee agrees to the collection, use, processing and transfer (collectively, the “Use”) of certain personal data such as the Grantee’s name, salary, job title, and position evaluation rating, along with details of all past awards and current awards outstanding and awarded under the Plan or otherwise (collectively, the “Data”), for the purpose of administering the Plan, copies of which the Grantee acknowledges having received and understood. The Grantee further acknowledges and agrees that the Company and its affiliates and subsidiaries may make Use of the Data amongst themselves or with any other third parties assisting the Company in the administration of the Plan (collectively, the “Data Recipients”). The Grantee hereby further authorizes any Data Recipients, including any Data Recipients located in foreign jurisdictions, to continue to make Use of the Data, in electronic or other form, for the purposes of administering the 2014 Plan, including without limitation, any necessary Use of such Data as may be required for the subsequent holding of Stock on the Grantee’s behalf by a broker or other third party with whom the Grantee may elect to deposit any Stock acquired through the Plan or otherwise. The Company shall, at all times, take all commercially reasonable efforts to ensure that appropriate safety measures shall be in place to ensure the confidentiality of the Data, and that no Use shall be made of the Data for any purpose other than the administration of the Plan. The Grantee may, at any time, review his or her Data and request necessary amendments to such Data. The Grantee may withdraw consent to the Use of the Data herein by notifying the Company in writing; provided, however, that because the Data is essential to the Company’s ability to administer the Plan and to assess employee admissibility under the Plan, by withdrawing consent to the Use of the Data, the Grantee may affect his or her eligibility to participate in the Plan. The Grantee hereby releases and forever discharges the Company from any and all claims, demands, actions, causes of action, damages, liabilities, costs, losses and expenses arising out of, or in connection with, the Use of the Data for purposes of administering the Plan, including without limitation, any and all claims for invasion of privacy, infringement of the Grantee’s right of publicity, defamation and any other personal, moral and/or property rights.
18. Section 409A. It is the intention of the Company that this Award Agreement and each Unit granted hereunder shall comply with the requirements of Section 409A of the Code or be exempt from Section 409A of the Code and, with respect to amounts that are subject to Section 409A of the Code, shall in all respects be administered in accordance with Section 409A of the Code, and this Award
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Agreement and the Plan shall be interpreted accordingly. Notwithstanding any provision of this Agreement to the contrary, if the Grantee is determined to be a “specified employee” for purposes of Section 409A of the Code as of the Grantee’s Termination of Service, then, to the extent required pursuant to Section 409A, payments due under this Award Agreement that are deemed to be Deferred Compensation shall be subject to a six (6)-month delay following the Termination of Service; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination of Service (or, if earlier, as of the Grantee’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination of Service shall be paid to the Grantee in accordance with the payment schedule established herein. The Company does not guarantee that this Award or any payments or benefits that may be made or provided hereunder will satisfy all applicable provisions of Section 409A or any other Section of the Code.
19. Section 409A Amendment. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Grantee in order to maintain an exclusion from the application of, or to maintain compliance with, Section 409A of the Code. Any such amendment shall maintain, to the extent practicable, the original intent of the applicable provision. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgement of and consent to such rights of the Company.
20. Clawback Policy. This Award, and any amount or benefit received hereunder shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Company clawback policy, as it may be amended from time to time (the “Policy”) and any applicable law. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgment of and consent to the Company’s application, implementation and enforcement of (a) the Policy or any similar policy established by the Company that may apply to the Grantee and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, as well as the Grantee’s express agreement that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Grantee) or applicable law, without further consideration or action.
(Signature page to follow)
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IN WITNESS WHEREOF, the undersigned have executed this Award Agreement as of the Grant Date.
FIRST INDUSTRIAL REALTY TRUST, INC. By:__________________________________ Jennifer Matthews Rice, General Counsel | |||||
I hereby acknowledge that I have received a copy of the Plan (the terms of which are incorporated by reference into this Award Agreement) and am familiar with the terms set forth therein. I agree to accept as binding, conclusive and final all decisions and interpretations of the Committee. As a condition to the receipt of this Award, I hereby authorize the Company to withhold from any compensation payable to me by the Company any taxes required to be withheld under any applicable law as a result of this Award.
GRANTEE By:________________________________________ | |||||
[Signature Page to Time Based RSU Award Form]
EXHIBIT 10.11
FIRST INDUSTRIAL REALTY TRUST, INC.
FIRST INDUSTRIAL, L.P.
PERFORMANCE BASED LTIP UNIT AWARD AGREEMENT
PERFORMANCE BASED LTIP UNIT AWARD AGREEMENT
Name of Grantee: __________________ (the “Grantee”)
Grant Date: ________ ___, 2023 (the “Grant Date”)
No. of Target Performance LTIP Units: __________ Special LTIP Units
No. of Maximum Performance LTIP Units: __________ Special LTIP Units
No. of Estimated Distribution LTIP Units: __________ Special LTIP Units
RECITALS
A. The Grantee is an employee of First Industrial Realty Trust, Inc., a Maryland corporation (the “Company”), which is the general partner of First Industrial, L.P., a Delaware limited partnership through which the Company conducts substantially all of its operations (the “Partnership”), or one of its subsidiaries.
B. The Company maintains the First Industrial Realty Trust, Inc. 2014 Stock Incentive Plan (as amended, modified or supplemented from time to time, the “2014 Plan”), which is incorporated into and forms a part of this award agreement (this “Award Agreement”).
C. The Grantee has been selected to receive the Maximum Performance LTIP Units and the Estimated Distribution LTIP Units set forth above (collectively, the “Award LTIP Units”) as an award (the “Award”) under the 2014 Plan and pursuant to the Partnership Agreement.
D. Capitalized terms used herein shall have the respective meanings ascribed to them in Appendix A hereto. Unless the context requires otherwise, capitalized terms used, but not otherwise defined herein or in Appendix A, shall have the respective meanings ascribed to them in the 2014 Plan.
NOW, THEREFORE, in consideration of the foregoing and the premises and mutual covenants contained herein, and for other good and valuable consideration, the Company, the Partnership and the Grantee hereby agree, freely and with full knowledge and consent, as follows:
1. Grant of Award LTIP Units.
(a) The Company hereby grants the Award LTIP Units to the Grantee as of the Grant Date, which will be subject to forfeiture based on the performance-based and service-based vesting requirements set forth in this Award Agreement.
(b) The Grantee shall be admitted as a partner of the Partnership with beneficial ownership of the Award LTIP Units as of the Grant Date by (i) signing and delivering to the Partnership a copy of this Award Agreement and (ii) signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit A). Thereupon, the Grantee shall have all the rights of a Limited Partner of the Partnership with respect to the Award LTIP Units granted pursuant hereto, as set forth in the Partnership Agreement, subject, however, to the restrictions and conditions specified herein. The Award LTIP Units constitute and shall be treated for all purposes as the property of the Grantee, subject to the terms of this Award Agreement and the Partnership Agreement.
2. Performance-Based Vesting.
(a) The performance-based vesting criteria applicable to the Award LTIP Units are set forth on Appendix B hereto.
(b) Unless all of the Award LTIP Units have previously been forfeited pursuant to Section 3 hereof in connection with the Termination of Service of the Grantee prior to the Valuation Date, as soon as practicable following the Valuation Date, the Committee shall determine the level of achievement of the performance-based vesting criteria applicable to the Award LTIP Units (with the date such determination is made being referred to herein as the “Determination Date”) and, based on such level of achievement, shall make the following determinations:
(i) the number of Performance LTIP Units earned by the Grantee (the “Earned Performance LTIP Units”);
(ii) the amount of the excess, if any, of (A) the cash distributions (other than those resulting in an adjustment to this Award or the Award LTIP Units pursuant to Section 5 hereof or otherwise) with a record date on or after the first day of the Performance Period and prior to the Determination Date that would have been received by the Grantee with respect to the Earned Performance LTIP Units if they had been outstanding on each of such record dates with a Special LTIP Unit Sharing Percentage (as defined in the Partnership Agreement) equal to 100% above (B) the cash distributions actually received or to be received by the Grantee with respect to the Award LTIP Units pursuant to distributions with a record date on or after the first day of the Performance Period and prior to the Determination Date (such excess amount being referred to as the “Accumulated Distributions”); and
(iii) the number of LTIP Units that would have accumulated (the “Earned Distribution LTIP Units”) if the Grantee had received, with respect to each distribution with a record date on or after the first day of the Performance Period and prior to the Determination Date, a number of LTIP Units equal to (A) the portion of the Accumulated Distributions attributable to such distribution divided by (B) an amount equal to (I) the Fair Market Value on the trading day immediately preceding the ex-dividend date for the dividend on the Stock corresponding to such distribution less (II) the amount of such dividend.
(c) The Company and the Partnership will have the discretion, as of the Determination Date, to either (i) cause the Employer Entity to pay to the Grantee the amount of the Accumulated Distributions in cash, which payment shall be made promptly after the Determination Date, but in no event later than 74 days after the Valuation Date (or the date deemed to be the Valuation Date), or (ii) cause the Earned Distribution LTIP Units to be earned by the Grantee. The aggregate number of Award LTIP Units earned by the Grantee (the “Earned LTIP Units”) shall equal the sum of (i) the Earned Performance LTIP Units plus (ii) to the extent the Accumulated Distributions are not paid in cash in accordance with the foregoing, the Earned Distribution LTIP Units. If the number of Earned LTIP Units is smaller than the number of Award LTIP Units previously issued to the Grantee, then the Grantee, as of the Determination Date, shall forfeit a number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units that were so forfeited. If the number of Earned LTIP Units is greater than the number of Award LTIP Units previously issued to the Grantee, then: (A) the Company shall cause the Partnership to issue to the Grantee, as of the Determination Date, a number of
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additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; (C) the Company and the Partnership shall take such corporate and partnership action as is necessary to accomplish the grant of such additional LTIP Units; and (D) thereafter the term Award LTIP Units will refer collectively to the Award LTIP Units, if any, issued prior to such additional grant plus such additional LTIP Units; provided that such issuance will be subject to the Grantee executing and delivering such documents, comparable to the documents executed and delivered in connection with this Award Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the number of Earned LTIP Units is the same as the number of Award LTIP Units previously issued to the Grantee, then there will be no change to the number of Award LTIP Units under this Award pursuant to this Section 2.
(d) Earned LTIP Units shall vest or be vested based on the service-based vesting requirements set forth in Section 3 hereof.
(e) All calculations, valuations and determinations regarding the level of achievement of the performance-based criteria or other pursuant to this Section 2 shall be made by the Committee in its sole discretion and shall be final and binding on all persons.
3. Service-Based Vesting.
(a) Except as otherwise provided in this Section 3, (i) if a Termination of Service of the Grantee has not occurred prior to the Valuation Date, the Earned LTIP Units shall be vested as of the Valuation Date and (ii) if a Termination of Service of the Grantee occurs prior to the Valuation Date, the Grantee shall forfeit all unvested Award LTIP Units upon the Grantee’s Termination of Service, subject to acceleration of vesting pursuant to (A) any employment, consulting or similar service agreement between the Grantee and the Company or any of its subsidiaries or (B) otherwise pursuant to the authority of the Committee.
(b) Upon the Grantee’s Termination of Service due to the Grantee’s Disability or death prior to the Valuation Date:
(i) the date of such Termination of Service shall be deemed to be the Valuation Date and, as soon as practicable thereafter the Committee shall make the determinations set forth in Section 2 hereof; and
(ii) the Earned LTIP Units will be vested as of the date of such Termination of Service.
(c) Upon the Grantee’s Termination of Service due to the Grantee’s Retirement prior to the Valuation Date:
(i) no unvested Award LTIP Units shall be forfeited by the Grantee;
(ii) the Performance Period shall continue and the number of Earned LTIP Units will be determined in the same manner and at the same time as it otherwise would have been determined pursuant to Section 2 hereof; and
(iii) the Earned LTIP Units will be vested as of the Valuation Date.
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(d) The Grantee may, but shall not be required to, make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (a “Section 83(b) Election”) with respect to the Award LTIP Units. In the event that the Grantee elects to make a Section 83(b) Election, the Grantee may use the form of election attached as Appendix C hereto but shall be solely responsible for preparing and timely filing such election with the IRS. In the event that the Grantee makes a Section 83(b) Election, the Grantee shall provide an executed copy of such election to the Company promptly after Grantee’s filing of such election.
4. Distributions.
(a) The holder of the Award LTIP Units shall be entitled to receive distributions with respect to such Award LTIP Units to the extent provided for in the Partnership Agreement.
(b) The Special LTIP Unit Full Distribution Participation Date (as defined in the Partnership Agreement) for the Award LTIP Units shall be the Determination Date and the Special LTIP Unit Sharing Percentage (as defined in the Partnership Agreement) shall be ten percent (10%).
(c) All cash distributions paid with respect to the Award LTIP Units shall be fully vested and non-forfeitable when paid, whether or not the Award LTIP Units have been earned based on performance or have become vested as provided in Section 3 hereof, unless otherwise provided pursuant to Section 5 hereof.
5. Changes in Capital Structure. If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company or other transaction similar thereto, (ii) any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, significant repurchases of stock, or other similar change in the capital stock of the Company, (iii) any cash dividend or other distribution to holders of shares of Stock or Partnership Units shall be declared and paid other than in the ordinary course, or (iv) any other extraordinary corporate event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of equitable or proportionate adjustment in the terms of this Award Agreement or the Award LTIP Units to avoid distortion in the value of this Award, then the Committee shall make equitable or proportionate adjustment and take such other action as it deems necessary to maintain the Grantee’s rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the Award LTIP Units prior to such event, including, without limitation: (A) interpretations of or modifications to any defined term in this Award Agreement; (B) adjustments in any calculations provided for in this Award Agreement, and (C) substitution of other awards under the 2014 Plan or otherwise. All adjustments made by the Committee shall be final, binding and conclusive.
6. Restrictions on Transfer. Except as otherwise agreed to by the Company and the Partnership, none of the Award LTIP Units granted hereunder nor any of the Partnership Units into which such Award LTIP Units may be converted (the “Award Partnership Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law (each such action a “Transfer”) and the redemption rights (as set forth in Article IX of the Partnership Agreement) may not be exercised with respect to the Award Partnership Units, provided that, at any time after the date that (a) the Award LTIP Units vest and (b) is two (2) years after the Grant Date, (i) the Award LTIP Units or Award Partnership Units may be Transferred to Family Members by gift or
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domestic relations order, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Award Agreement and that subsequent transfers shall be prohibited except those in accordance with this Section 6 and (ii) the redemption rights set forth in Article IX of the Partnership Agreement may be exercised with respect to Award Partnership Units, and Award Partnership Units may be Transferred pursuant to the exercise of such redemption rights, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, all Transfers of the Award LTIP Units or Award Partnership Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of the Award LTIP Units or Award Partnership Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act of 1933, as amended). Any attempted Transfer of the Award LTIP Units or Award Partnership Units not in accordance with the terms and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any of the Award LTIP Units or Award Partnership Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any of the Award LTIP Units or Award Partnership Units. This Award Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.
7. Withholding and Taxes. In the event that any tax is required to be withheld in respect of this Award, no later than the date as of which an amount first becomes includible in the gross income of the Grantee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to this Award, the Grantee will pay to the Company or, if appropriate, any of its affiliates, or make arrangements satisfactory to the Committee regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company and the Partnership under this Agreement will be conditional on such payment or arrangements, and the Company and its affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee.
8. Administration. The authority to manage and control the operation and administration of this Award Agreement and the 2014 Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the 2014 Plan. Any interpretation of this Award Agreement or the 2014 Plan by the Committee and any decision made by it with respect to this Award Agreement or the 2014 Plan shall be final and binding on all persons.
9. Plan Governs. Notwithstanding anything in this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the 2014 Plan, a copy of which may be obtained by the Grantee from the office of the Secretary of the Company; and this Award Agreement shall be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the 2014 Plan. Notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancies between the 2014 Plan and this Award Agreement, the 2014 Plan shall control; provided that, upon a Change of Control, this Award shall be treated in accordance with the terms of this Award Agreement rather than the terms set forth in Section 15(b) of the 2014 Plan. Further notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancies between the corporate records of the Company and this Award Agreement, the corporate records shall control.
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10. Not an Employment Contract. The grant of this Award shall not confer on the Grantee any right with respect to continuance of service with the Company or any affiliate or subsidiary, nor shall such grant confer any right to future grants of Award LTIP Units, or any other awards in lieu thereof, while employed by the Company or any affiliate or subsidiary. The grant shall not interfere in any way with the right of the Company or any affiliate or subsidiary to terminate the Grantee’s service at any time.
11. Validity. If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.
12. References. References herein to rights and obligations of the Grantee shall apply, where appropriate, to the Grantee’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award Agreement.
13. Notice. Any notice required or permitted to be given under this Award Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:
If to the Company: | First Industrial Realty Trust, Inc. One North Wacker Drive, Suite 4200 Chicago, Illinois 60606 Attn: Jennifer Matthews Rice, General Counsel | |||||||
If to the Grantee: | At the most recent address on file with the Company. | |||||||
14. Counterparts. This Award Agreement may be executed in counterparts, each of which shall constitute one (1) and the same instrument.
15. Amendment. This Award Agreement may be amended in accordance with the provisions of the 2014 Plan, and may otherwise be amended by written agreement of the Grantee, the Company and the Partnership without the consent of any other person.
16. Governing Law. This Award Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without reference to the principles of conflict of laws, except to the extent such law is preempted by federal law.
17. Data Privacy. The Grantee agrees to the collection, use, processing and transfer (collectively, the “Use”) of certain personal data such as the Grantee’s name, salary, job title, and position evaluation rating, along with details of all past awards and current awards outstanding and awarded under the 2014 Plan or otherwise (collectively, the “Data”), for the purpose of administering the 2014 Plan, a copy of which the Grantee acknowledges having received and understood. The Grantee further acknowledges and agrees that the Company and its affiliates and subsidiaries may make Use of the Data amongst themselves or with any other third parties assisting the Company in the administration of the 2014 Plan (collectively, the “Data Recipients”). The Grantee hereby further authorizes any Data Recipients, including any Data
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Recipients located in foreign jurisdictions, to continue to make Use of the Data, in electronic or other form, for the purposes of administering the 2014 Plan, including without limitation, any necessary Use of such Data as may be required for the subsequent holding of Stock on the Grantee’s behalf by a broker or other third party with whom the Grantee may elect to deposit any Stock acquired through the 2014 Plan or otherwise. The Company shall, at all times, take all commercially reasonable efforts to ensure that appropriate safety measures shall be in place to ensure the confidentiality of the Data, and that no Use shall be made of the Data for any purpose other than the administration of the 2014 Plan. The Grantee may, at any time, review his or her Data and request necessary amendments to such Data. The Grantee may withdraw consent to the Use of the Data herein by notifying the Company in writing; provided, however, that because the Data is essential to the Company’s ability to administer the 2014 Plan and to assess employee admissibility under the 2014 Plan, by withdrawing consent to the Use of the Data, the Grantee may affect his or her eligibility to participate in the 2014 Plan. The Grantee hereby releases and forever discharges the Company from any and all claims, demands, actions, causes of action, damages, liabilities, costs, losses and expenses arising out of, or in connection with, the Use of the Data for purposes of administering the 2014 Plan, including without limitation, any and all claims for invasion of privacy, infringement of the Grantee’s right of publicity, defamation and any other personal, moral and/or property rights.
18. Section 409A. It is the intention of the Company that this Award Agreement and each Award LTIP Unit granted hereunder shall comply with the requirements of Section 409A of the Code or be exempt from Section 409A of the Code and, with respect to amounts that are subject to Section 409A of the Code, shall in all respects be administered in accordance with Section 409A of the Code, and this Award Agreement and the 2014 Plan shall be interpreted accordingly. Notwithstanding any provision of this Agreement to the contrary, if the Grantee is determined to be a “specified employee” for purposes of Section 409A of the Code as of the Grantee’s Termination of Service, then, to the extent required to avoid imposition of tax under Section 409A, payments due under this Award Agreement that are deemed to be Deferred Compensation shall be subject to a six (6)-month delay following the Termination of Service; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination of Service (or, if earlier, as of the Grantee’s death). Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination of Service shall be paid to the Grantee in accordance with the payment schedule established herein. The Company does not guarantee that this Award or any payments or benefits that may be made or provided hereunder will satisfy all applicable provisions of Section 409A or any other Section of the Code.
19. Section 409A Amendment. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Grantee in order to maintain an exclusion from the application of, or to maintain compliance with, Section 409A of the Code. Any such amendment shall maintain, to the extent practicable, the original intent of the applicable provision. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgement of and consent to such rights of the Company.
20. Clawback Policy. This Award, and any amount or benefit received hereunder shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Company clawback policy, as it may be amended from time to time (the “Policy”) and any applicable law. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgment of and consent to the Company’s application, implementation and enforcement of (a) the Policy or any similar policy established by the Company that may apply to the Grantee and (b) any provision of applicable law relating to
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cancellation, rescission, payback or recoupment of compensation, as well as the Grantee’s express agreement that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Grantee) or applicable law, without further consideration or action.
(Signature page to follow)
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IN WITNESS WHEREOF, the undersigned has executed this Award Agreement as of the Grant Date.
| GRANTEE | |||||
| By: _____________________________________ | |||||
| [Name] | |||||
First Industrial, L.P.
| By: | First Industrial Realty Trust, Inc., its general partner | |||||||
By: | ||||||||
| Name: | Jennifer Matthews Rice | |||||||
| Title: | General Counsel | |||||||
First Industrial Realty Trust, Inc.
| By: | ||||||||
| Name: | Jennifer Matthews Rice | |||||||
| Title: | General Counsel | |||||||
[Signature page to LTIP Award Agreement]
APPENDIX A
DEFINITIONS
“2014 Plan” has the meaning set forth in the Recitals.
“Accumulated Distributions” has the meaning set forth in Section 2(b).
“Award” has the meaning set forth in the Recitals.
“Award Agreement” has the meaning set forth in the Recitals.
“Award LTIP Units” has the meaning set forth in the Recitals.
“Award Partnership Units” has the meaning set forth in Section 6.
“Company” has the meaning set forth in the Recitals.
“Data” has the meaning set forth in Section 17.
“Data Recipient” has the meaning set forth in Section 17.
“Determination Date” means the date on which the number of Earned LTIP Units is determined by the Committee pursuant to Section 2.
“Earned LTIP Units” has the meaning set forth in Section 2(c).
“Earned Performance LTIP Units” has the meaning set forth in Section 2(b).
“Earned Distribution LTIP Units” has the meaning set forth in Section 2(b).
“Employer Entity” means the Company or subsidiary of the Company that employs the Grantee.
“Estimated Distribution LTIP Units” means LTIP Units issued pursuant to this Award on the Grant Date in respect of an estimated number of LTIP Units to which the Grantee may become entitled based on Accumulated Distributions.
“Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships of the Grantee, any person sharing the Grantee’s household (other than a tenant of the Grantee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Grantee) control the management of assets, and any other entity in which these persons (or the Grantee) own more than fifty percent of the voting interests.
“Grant Date” has the meaning set forth on the first page of this Agreement.
“Grantee” has the meaning set forth on the first page of this Agreement.
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“Maximum Performance LTIP Units” means the number of LTIP Units set forth as such in the introductory language preceding the recitals to this Agreement, which is the maximum number of LTIP Units that the Grantee may earn pursuant to the Award.
“Measurement Date” means December 31, 2025.
“Nareit All Equity Units” has the meaning set forth on Appendix B hereto.
“Nareit Index Companies” has the meaning set forth on Appendix B hereto.
“Nareit Percentile Rank” has the meaning set forth on Appendix B hereto.
“LTIP Unit” has the meaning set forth in the Partnership Agreement.
“Partnership” has the meaning set forth in the Recitals.
“Partnership Agreement” means the Thirteenth Amended and Restated Limited Partnership Agreement of the Partnership, dated as of December 13, 2018, as amended from time to time.
“Partnership Unit” has the meaning set forth in the Partnership Agreement.
“Peer Group Companies” has the meaning set forth on Appendix B hereto.
“Peer Group Percentile Rank” has the meaning set forth on Appendix B hereto.
“Peer Group Units” has the meaning set forth on Appendix B hereto.
“Performance LTIP Units” means the Award LTIP Units that may be earned based on the Company’s performance relative to the Nareit Index Companies and the Peer Group Companies.
“Performance Period” means the period beginning on January 1, 2023 and ending on the Valuation Date.
“Performance Targets” has the meaning set forth on Appendix B hereto.
“Policy” has the meaning set forth in Section 20.
“Pro Rata Percentage” has the meaning set forth in Section 3(b).
“Retirement” means the Grantee’s voluntary Termination of Service where the Grantee: (i) has attained the age of sixty (60) with at least ten (10) consecutive years of service with the Company or an affiliate or subsidiary of Company; and (ii) has provided the Company with at least ninety (90) days prior written notice of the proposed date of voluntary Termination of Service
“Section 83(b) Election” has the meaning set forth in Section 3(d).
“Target Nareit Amount” has the meaning set forth on Appendix B hereto.
“Target Peer Amount” has the meaning set forth on Appendix B hereto.
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“Target Performance LTIP Units” means the number of LTIP Units set forth as such in the introductory language preceding the recitals to this Agreement, which is the number of LTIP Units that the Grantee will earn pursuant to the Award if target performance is achieved.
“Total Shareholder Return” has the meaning set forth on Appendix B hereto.
“Transactional Change of Control” means a Change of Control resulting from the completion of a tender offer for Stock, a consolidation or merger of the Company or a sale, lease, exchange or other transfer of all or substantially all of the assets of the Company.
“Transfer” has the meaning set forth in Section 6.
“Use” has the meaning set forth in Section 17.
“Valuation Date” means the earlier of (A) the Measurement Date, or (B) the date upon which a Change of Control shall occur.
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APPENDIX B
PERFORMANCE TARGETS FOR JANUARY 1, 2023 TO DECEMBER 31, 2025
The Performance LTIP Units shall be eligible to be earned based on achievement of the applicable performance metrics set forth below (the “Performance Targets”). Vesting of the Performance LTIP Units will be based on continued service to the Company or its subsidiaries, as set forth in Section 3 of this Award Agreement, in addition to achievement of the Performance Targets set forth below.
The Performance LTIP Units under this Award shall be separated into two tranches. 46% of the Performance LTIP Units shall be “Nareit All Equity Units” and 54% of the Performance LTIP Units shall be “Peer Group Units,” with corresponding percentages of the Target Performance LTIP Units constituting the number of Nareit All Equity Units and Peer Group Units that would vest if performance at the “Target” level is achieved for each tranche (the “Target Nareit Units” and “Target Peer Group Units,” respectively). The determination of the level of achievement of performance of each tranche shall be independently calculated and shall not impact the vesting or not of the other tranche.
The Nareit All Equity Units shall be eligible to become vested based on the percentile rank of the Company’s Total Shareholder Return for the Performance Period relative to the Total Shareholder Return for the Performance Period of the entities that comprise the FTSE Nareit All Equity Index (or, in the event such index is discontinued or its methodology significantly changed during the Performance Period, a comparable index selected by the Committee in good faith) during the entire Performance Period, excluding the Company (each a “Nareit Index Company” and, collectively, the “Nareit Index Companies”) as determined based upon weighted interpolation in Excel or similar formula (the “Nareit Percentile Rank”).
The Peer Group Units shall be eligible to become vested based on the percentile rank of the Company’s Total Shareholder Return for the Performance Period relative to the Total Shareholder Return for the Performance Period of the following companies: Prologis, Inc. (PLD), Rexford Industrial Realty, Inc. (REXR), EastGroup Properties, Inc. (EGP), STAG Industrial, Inc. (STAG), Terreno Realty Corporation (TRNO), LXP Industrial Trust (LXP), Plymouth Industrial REIT, Inc. (PLYM) and Industrial Logistics Properties Trust (ILPT) (each a “Peer Group Company” and, collectively, the “Peer Group Companies”) as determined using the same methodology as is set forth above for determining the Nareit Percentile Rank (the “Peer Group Percentile Rank”). If any Peer Group Company ceases to be publicly-held during the Performance Period or otherwise ceases to provide a meaningful comparison for any reason, including as a result of a change in business, sector or industry focus (as determined by the Committee in its discretion), such company shall be excluded from the Peer Group Companies for purposes of the foregoing calculation and the remaining Peer Group shall remain unchanged; provided, however, that the Committee shall have the discretion in good faith to substitute another publicly traded REIT in similar business as the Company and other Peer Group Companies, in lieu of the company that has been excluded from the Peer Group Companies.
For both the Nareit All Equity Units and the Peer Group Units, if the applicable “Threshold” Performance Target is not achieved, 0% of the respective Target Performance Units shall become vested, and if the applicable “Maximum” Performance Target is exceeded, 225% of the respective Target Performance Units shall become vested. The percentage of Target Performance Units that becomes vested shall be determined based upon weighted interpolation if the level of achievement of the Performance Target falls in between two of the Performance Targets.
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For example, if there were nine Nareit Index Companies (exclusive of Company), three with a higher Total Shareholder Return, six with a lower Total Shareholder Return, then the Nareit Percentile Rank would be calculated using a weighted interpolation calculation methodology as follows:
| PLD | 48.0% | ||||
| EGP | 46.0% | ||||
| STAG | 40.0% | ||||
| FR | 39.0% | ||||
| PLYM | 30.0% | ||||
| REXR | 28.0% | ||||
| LXP | 25.0% | ||||
| ILPT | 22.0% | ||||
| TRNO | 20.0% | ||||
| FR Percentile Ranking: | 70.0%-ile* | ||||
*Calculated using the function: “=PERCENTRANK(PLD:TRNO)”.
The percentile rank is then measured against the Performance Targets below such that, with respect to the Nareit All Equity Units, if the Nareit Percentile Rank is less than the 30th percentile for the Performance Period, the percentage of Target Nareit Units to become vested shall be 0%; if the Nareit Percentile Rank for the Performance Period is equal to the 50th percentile for the Performance Period, the percentage of Target Nareit Units to become vested shall be 100% (“Target”); and if the Nareit Percentile Rank for the Performance Period is equal to or greater than the 75th percentile, the percentage of Target Nareit Units to become vested shall be 225% (“Maximum”). The same methodology will apply to the Peer Group Units with reference to the Performance Targets for the Peer Group Units set forth below.
Using the 70th percentile ranking for the Peer Group companies, and assuming an 80th percentile ranking for the Nareit Index Companies, the total performance units will be the sum of 54% times 200 %, plus 46% times 225%, which is 211.5%. This amount is then multiplied by the number of target units in order to determine the units earned.
“Total Shareholder Return” means, for the Company, each Nareit Index Company and each Peer Group Company, as applicable, the total shareholder return of the relevant entity computed using average total shareholder return data (prepared on a consistent basis) from the first day of the Performance Period (using the closing price of one share of the common equity of such entity (or, if such date is not a trading day, the most recent prior trading day) as the starting stock price) through the last day of the Performance Period (using the average of the closing price of one share of the common equity for such entity for the ten (10) consecutive trading days ending on and including such date (or, if such date is not a trading day, the most recent prior trading day period) as the ending stock price) and assuming contemporaneous reinvestment of dividends (using a dividend reinvestment methodology determined by the Committee to be advisable to provide appropriate comparison among entities); provided that if the end of the Performance Period is the date upon which a Transactional Change of Control occurs, the ending stock price as of such date for the Company shall be equal to the fair market value in cash, as determined in good faith by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Stock. Additionally, appropriate adjustments to Total Shareholder Return shall be made to take into account all stock dividends,
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stock splits, reverse stock splits and the other similar events that occur during the Performance Period.
Nareit All Equity Units (46% of total Performance Units)
| Nareit Percentile Rank | Percentage of Target Nareit Units vested | |||||||
| Threshold | 30th Percentile | 50% | ||||||
| Target | 50th Percentile | 100% | ||||||
| Maximum | 75th Percentile | 225% | ||||||
Peer Group Units (54% of total Performance Units)
| Peer Group Percentile Rank | Percentage of Target Peer Group Units vested | |||||||
| Threshold | 30th Percentile | 50% | ||||||
| Target | 50th Percentile | 100% | ||||||
| Maximum | 75th Percentile | 225% | ||||||
Notwithstanding the foregoing, in the event that the Company’s Total Shareholder Return is less than zero, the number of Performance LTIP Units vested, if any, shall be reduced by 25% of the total amount that would have otherwise vested in accordance with this Appendix B.
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APPENDIX C
83(B) Election Form
ELECTION TO INCLUDE IN GROSS INCOME IN YEAR OF TRANSFER OF PROPERTY PURSUANT TO §83(B) OF THE INTERNAL REVENUE CODE
The undersigned hereby elects pursuant to §83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:
1. The Taxpayer’s name, address, and taxpayer identification number of the undersigned are:
Name: ______________________
Address: ____________________
____________________________
Social Security #: _____________
Address: ____________________
____________________________
Social Security #: _____________
2. Description of property with respect to which the election is being made:
______ LTIP Units (“LTIP Units”) in First Industrial, L.P., a Delaware Limited Partnership (the “Partnership”), the terms of which are set forth in that certain Thirteenth Amended and Restated Agreement of Limited Partnership of First Industrial, L.P., dated as of December 13, 2018.
3. The date on which property was transferred and taxable year of transfer:
Date of transfer: ____ __, 2023. Taxable year of transfer: calendar year 2023.
4. The nature of the restriction(s) to which the property is subject is:
(a) With limited exceptions, until the LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the LTIP Units without the consent of the Partnership.
(b) The Taxpayer’s LTIP Units vest in accordance with the vesting provisions described in the Schedule attached hereto. Unvested LTIP Units are forfeited in accordance with the vesting provisions described in the Schedule attached hereto.
5. Fair Market Value: The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the property with respect to which this election is being made is $0 per LTIP Unit.
6. Amount paid for the property: The amount paid by Taxpayer for said property was $0 per LTIP Unit.
7. Gross income inclusion: The amount to include in gross income is $0.
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The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election also will be furnished to the person for whom the services were performed. The undersigned is the person performing the services in connection with which the property was transferred.
Dated: ___________________________
__________________________
[Name], the Taxpayer
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Schedule to Section 83(b) Election - Vesting Provisions of LTIP Units
The LTIP Units are subject to time-based and performance-based vesting. Under the performance-based hurdles, a percentage of the LTIP Units will be earned based on First Industrial Realty Trust, Inc.’s (the “Company’s”) total return to shareholders for the period from January 1, 2023 to December 31, 2025 (or earlier in certain circumstances).
Under the time-based vesting hurdles, 100% of the LTIP Units earned will vest on December 31, 2025 provided that the Taxpayer does not have a Termination of Service (as defined the Company’s 2014 Stock Incentive Plan) prior to such date, subject to acceleration in certain circumstances. Unvested LTIP Units are subject to forfeiture in the event of failure to vest based on a Termination of Service or the determination of the performance-based percentage.
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EXHIBIT A
FORM OF LIMITED PARTNER SIGNATURE PAGE
The Grantee, desiring to become one of the within named Limited Partners of First Industrial, L.P., a Delaware limited partnership, hereby becomes a party to the Limited Partnership Agreement of First Industrial, L.P., as amended and restated through the date hereof (the “Partnership Agreement”). The Grantee agrees that this signature page may be attached to any counterpart of the Partnership Agreement.
LIMITED PARTNER
By:
Name: _________________________________
Dated: _________________________________
Address of Limited Partner:
EXHIBIT 10.12
FIRST INDUSTRIAL REALTY TRUST, INC.
2013 LONG-TERM INCENTIVE PROGRAM
PERFORMANCE BASED STOCK UNIT AWARD AGREEMENT
Name of Grantee: (the “Grantee”)
Grant Date: _________ ___, 2023 (the “Grant Date”)
No. of Target Performance Units: (the “Target Three-Year Performance Units”)
No. of Maximum Performance Units: (the “Maximum Three-Year Performance Units”)
RECITALS
WHEREAS, First Industrial Realty Trust, Inc. (the “Company”) maintains the First Industrial Realty Trust, Inc. 2013 Long-Term Incentive Program, as amended (the “Program”), which has been adopted pursuant to the First Industrial Realty Trust, Inc. 2011 Stock Incentive Plan, as amended (the “2011 Plan”), and which, together with the First Industrial Realty Trust, Inc. 2014 Stock Incentive Plan, as amended (the “2014 Plan”), as successor to the 2011 Plan, is incorporated into and forms a part of this award agreement (the “Award Agreement”);
WHEREAS, the Grantee has been selected by the Compensation Committee of the Board (the “Committee”) to receive an Award under the Program; and
WHEREAS, this Award Agreement is subject to the terms of the Program and the 2014 Plan, and capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Program, and if not otherwise defined in the Program, then in the 2014 Plan.
NOW, THEREFORE, in consideration of the foregoing and the premises and mutual covenants contained herein, and for other good and valuable consideration, the Company and the Grantee hereby agree, freely and with full knowledge and consent, as follows:
1. Grant. The Company hereby grants to the Grantee a number of Performance Units equal to the Maximum Performance Units set forth above pursuant to the Program (“Award”) as of the Grant Date. Each Performance Unit represents the right of the Grantee to receive in the future, subject to the terms and conditions set forth in this Award Agreement, the Program and the 2014 Plan, one (1) share of Stock once the Performance Period ends. Until the expiration of the Performance Period, the Performance Units shall be credited to the Grantee in an unfunded bookkeeping account established for the Grantee by the Company.
2. Vesting and Forfeiture of Performance Units.
(a) The Performance Units shall be eligible to become vested as of the last day of the period beginning on January 1, 2023 and ending on December 31, 2025 (the “Performance Period”), based on the level of achievement of the applicable performance targets set forth in Exhibit A hereto (the “Performance Targets”).
(b) Except as otherwise provided in this Section 2, the Grantee shall forfeit any unvested Performance Units as of the Grantee’s Termination of Service, subject to acceleration of vesting pursuant to (i) any employment, consulting or similar service agreement between the Grantee and the Company or any of its subsidiaries or (ii) otherwise pursuant to the authority of the Committee.
(c) Upon the Grantee’s Termination of Service prior to completion of the Performance Period due to the Grantee’s Disability or death, the Performance Period shall end (notwithstanding Section 2(a) above) and the Grantee shall become vested in a number of Performance Units based on the level of achievement of the Performance Targets through the date of such Termination of Service as of the date of such Termination of Service in accordance with Section 2(a) above.
(d) Upon the Grantee’s Termination of Service prior to the conclusion of the Performance Period due to the Grantee’s Retirement, (i) no unvested Performance Units shall be forfeited upon the Grantee’s Termination of Service and (ii) the Performance Period shall continue and the Grantee will remain eligible to become vested in the Performance Units pursuant to Section 2(a) above.
(e) Upon the consummation of a Change of Control prior to the Grantee’s Termination of Service or following the Grantee’s Termination of Service due to the Grantee’s Retirement, the Performance Period shall end (notwithstanding Section 2(a) above) and the Grantee shall become vested in a number of Performance Units based on the level of achievement of the Performance Targets through the date of consummation of the Change of Control.
(f) “Retirement” means the Grantee’s voluntary Termination of Service where the Grantee: (i) has attained the age of sixty (60) with at least ten (10) consecutive years of service with the Company or an affiliate or subsidiary of Company; and (ii) has provided the Company with at least ninety (90) days prior written notice of the proposed date of voluntary Termination of Service.
(g) All calculations, valuations, determinations and the like regarding the level of achievement of the Performance Targets shall be made by the Committee in its sole discretion.
3. Share Delivery. Delivery of Stock or other amounts under this Award Agreement and the Program shall be subject to the following:
(a) As soon as practicable following the end of the Performance Period (which, for purposes of Section 2(c) above shall be the date of the applicable Termination of Service, for purposes of Section 2(d) above shall be the end of the applicable Performance Period, and for purposes of Section 2(e) above shall be the date of the Change of Control), but in no event later than forty-five (45) days following the end of the Performance Period (provided that, with respect to each Unit that constitutes Deferred Compensation, if such 45-day period spans more than one calendar year, settlement shall be made in the later year), one (1) share of Stock shall be issued to the Grantee in respect of each vested Performance Unit; provided, however, that, with respect to each Performance Unit that vests pursuant to Section 2(e) above that constitutes Deferred Compensation, settlement of such Performance Unit shall occur upon (i) the consummation of the Change of Control if such Change of Control constitutes a “change in control event” within the meaning of Section 409A of the Code (each, a “409A Change in Control Event”) or (ii) if such Change of Control does not constitute a 409A Change in Control Event, the earliest of (A) sixty (60) days following the end of the Performance Period set forth in Section 2(a) above and (B) the Grantee’s Termination of Service.
(b) To the extent that this Award Agreement and the Program provide for the issuance of Stock, such issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.
(c) Notwithstanding any other term of this Award Agreement or the Program, the Company shall have no obligation to deliver any Stock or make any other distribution of benefits under this Award Agreement or the Program unless such delivery or distribution complies with all applicable laws and the applicable rules of any securities exchange or similar entity.
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4. Rights of Stockholder; Dividend Equivalents. The Grantee, by virtue of this Award, shall have no right to receive dividends or distributions with respect to any shares of Stock, or vote any shares of Stock, prior to the issuance of such Stock upon the vesting of Performance Units hereunder. Notwithstanding the foregoing, in lieu of actual dividend rights in connection with the Performance Units, the Grantee shall have the right to receive additional shares of Stock or cash (the “Dividend Equivalents”) equal in value (calculated using the closing price on the vesting date of the Performance Units) to any cash dividends and property dividends paid with respect to the shares underlying the Performance Units that vest in accordance with their terms; provided, however, that no such Dividend Equivalents shall be payable to or for the benefit of the Grantee with respect to record dates for cash dividends or property dividends occurring before the commencement of the Performance Period or on or after the date, if any, on which the Grantee has forfeited the Performance Units or this Award has been settled in shares of Stock. Dividend Equivalents shall be delivered simultaneously with the delivery of the shares underlying the vested Performance Units.
5. Corporate Transactions. To the extent permitted under Section 409A of the Code, if applicable, in the event of a corporate transaction involving the Company or the shares of Stock of the Company (including any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), this Award shall automatically be adjusted to proportionately and uniformly reflect such transaction; provided, however, that the Committee may otherwise adjust this Award (or prevent such automatic adjustment) as it deems necessary, in its sole discretion, to preserve the benefits or potential benefits of this Award, the Program and the 2014 Plan.
6. Nontransferability. This Award shall not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except by will or the laws of descent and distribution.
7. Withholding. The Grantee shall make appropriate arrangements with the Company, consistent with the provisions of Section 12 of the 2014 Plan, as amended, for satisfaction of any applicable tax withholding requirements, or similar requirements, arising out of this Award Agreement. The Grantee may elect, subject to such ministerial rules as may be established by the Committee from time to time, to have such tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to this Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due (based on the minimum statutory rates).
8. Administration. The authority to manage and control the operation and administration of this Award Agreement, the Program and the 2014 Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Program and the 2014 Plan. Any interpretation of this Award Agreement, the Program or the 2014 Plan by the Committee and any decision made by it with respect to this Award Agreement, the Program or the 2014 Plan shall be final and binding on all persons.
9. Program Governs. Notwithstanding anything in this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the Program and the 2014 Plan, copies of which may be obtained by the Grantee from the office of the Secretary of the Company; and this Award Agreement shall be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Program or the 2014 Plan. Notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancies between the Program or the 2014 Plan and this Award Agreement, the Program and the 2014 Plan shall control. Further notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancies between the corporate records of the Company and this Award Agreement, the corporate records shall control.
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10. Not an Employment Contract. The grant of this Award shall not confer on the Grantee any right with respect to continuance of service with the Company or any affiliate or subsidiary, nor shall such grant confer any right to future grants of Performance Units, or any other awards in lieu thereof, while employed by the Company or any affiliate or subsidiary. The grant shall not interfere in any way with the right of the Company or any affiliate or subsidiary to terminate the Grantee’s service at any time.
11. Validity. If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.
12. References. References herein to rights and obligations of the Grantee shall apply, where appropriate, to the Grantee’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award Agreement.
13. Notice. Any notice required or permitted to be given under this Award Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:
| If to the Company: | First Industrial Realty Trust, Inc. One North Wacker Drive, Suite 4200 Chicago, Illinois 60606 Attn: Jennifer Matthews Rice, General Counsel | ||||
| If to the Grantee: | At the most recent address on file with the Company. | ||||
14. Counterparts. This Award Agreement may be executed in counterparts, each of which shall constitute one (1) and the same instrument.
15. Amendment. This Award Agreement may be amended in accordance with the provisions of the Program and the 2014 Plan, and may otherwise be amended by written agreement of the Grantee and the Company without the consent of any other person.
16. Governing Law. This Award Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without reference to the principles of conflict of laws, except to the extent such law is preempted by federal law.
17. Data Privacy. The Grantee agrees to the collection, use, processing and transfer (collectively, the “Use”) of certain personal data such as the Grantee’s name, salary, job title, and position evaluation rating, along with details of all past awards and current awards outstanding and awarded under the Program, the 2014 Plan or otherwise (collectively, the “Data”), for the purpose of administering the Program or the 2014 Plan, copies of which the Grantee acknowledges having received and understood. The Grantee further acknowledges and agrees that the Company and its affiliates and subsidiaries may make Use of the Data amongst themselves or with any other third parties assisting the Company in the administration of the Program or the 2014 Plan (collectively, the “Data Recipients”). The Grantee hereby further authorizes any Data Recipients, including any Data Recipients located in foreign jurisdictions, to continue to make Use of the Data, in electronic or other form, for the purposes of administering the Program or the 2014 Plan, including without limitation, any necessary Use of such Data as may be required for the subsequent holding of Stock on the Grantee’s behalf by a broker or other third
4
party with whom the Grantee may elect to deposit any Stock acquired through the Program, the 2014 Plan or otherwise. The Company shall, at all times, take all commercially reasonable efforts to ensure that appropriate safety measures shall be in place to ensure the confidentiality of the Data, and that no Use shall be made of the Data for any purpose other than the administration of the Program or the 2014 Plan. The Grantee may, at any time, review his or her Data and request necessary amendments to such Data. The Grantee may withdraw consent to the Use of the Data herein by notifying the Company in writing; provided, however, that because the Data is essential to the Company’s ability to administer the Program and the 2014 Plan and to assess employee admissibility under the Program and the 2014 Plan, by withdrawing consent to the Use of the Data, the Grantee may affect his or her eligibility to participate in the Program and the 2014 Plan. The Grantee hereby releases and forever discharges the Company from any and all claims, demands, actions, causes of action, damages, liabilities, costs, losses and expenses arising out of, or in connection with, the Use of the Data for purposes of administering the Program or the 2014 Plan, including without limitation, any and all claims for invasion of privacy, infringement of the Grantee’s right of publicity, defamation and any other personal, moral and/or property rights.
18. Section 409A. It is the intention of the Company that this Award Agreement and each Performance Unit granted hereunder shall comply with the requirements of Section 409A of the Code or be exempt from Section 409A of the Code and, with respect to amounts that are subject to Section 409A of the Code, shall in all respects be administered in accordance with Section 409A of the Code, and this Award Agreement, the Program and the 2014 Plan shall be interpreted accordingly. Notwithstanding any provision of this Agreement to the contrary, if the Grantee is determined to be a “specified employee” for purposes of Section 409A of the Code as of the Grantee’s Termination of Service, then, to the extent required pursuant to Section 409A, payments due under this Award Agreement that are deemed to be Deferred Compensation shall be subject to a six (6)-month delay following the Termination of Service; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination of Service (or, if earlier, as of the Grantee’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination of Service shall be paid to the Grantee in accordance with the payment schedule established herein. The Company does not guarantee that this Award or any payments or benefits that may be made or provided hereunder will satisfy all applicable provisions of Section 409A or any other Section of the Code.
19. Section 409A Amendment. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Grantee in order to maintain an exclusion from the application of, or to maintain compliance with, Section 409A of the Code. Any such amendment shall maintain, to the extent practicable, the original intent of the applicable provision. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgement of and consent to such rights of the Company.
20. Clawback Policy. This Award, and any amount or benefit received hereunder shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Company clawback policy, as it may be amended from time to time (the “Policy”) and any applicable law. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgment of and consent to the Company’s application, implementation and enforcement of (a) the Policy or any similar policy established by the Company that may apply to the Grantee and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, as well as the Grantee’s express agreement that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Grantee) or applicable law, without further consideration or action.
(Signature page to follow)
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IN WITNESS WHEREOF, the undersigned have executed this Award Agreement as of the Grant Date.
FIRST INDUSTRIAL REALTY TRUST, INC. By:________________________________________ Jennifer Matthews Rice, General Counsel | |||||
I hereby acknowledge that I have received a copy of the Program and the 2014 Plan (the terms of which are incorporated by reference into this Award Agreement) and am familiar with the terms set forth therein. I agree to accept as binding, conclusive and final all decisions and interpretations of the Committee. As a condition to the receipt of this Award, I hereby authorize the Company to withhold from any compensation payable to me by the Company any taxes required to be withheld under any applicable law as a result of this Award.
GRANTEE By:________________________________________ «Name» | |||||
[Signature Page to Performance-Based RSU Award Form]
Exhibit A
Performance Targets for January 1, 2023 to December 31, 2025
The Performance Units shall be eligible to become vested based on achievement of the applicable Performance Targets set forth below.
The Performance Units under this Award shall be separated into two tranches. 46% of the Performance Units shall be “Nareit All Equity Units” and 54% of the Performance Units shall be “Peer Group Units,” with corresponding percentages of the Target Performance Units constituting the number of Nareit All Equity Units and Peer Group Units that would vest if performance at the “Target” level is achieved for each tranche (the “Target Nareit Units” and “Target Peer Group Units,” respectively). The determination of the level of achievement of performance of each tranche shall be independently calculated and shall not impact the vesting or not of the other tranche.
The Nareit All Equity Units shall be eligible to become vested based on the percentile rank of the Company’s Total Shareholder Return for the Performance Period relative to the Total Shareholder Return for the Performance Period of the entities that comprise the FTSE Nareit All Equity Index (or, in the event such index is discontinued or its methodology significantly changed during the Performance Period, a comparable index selected by the Committee in good faith) during the entire Performance Period, excluding the Company (each a “Nareit Index Company” and, collectively, the “Nareit Index Companies”) as determined based upon weighted interpolation in Excel or similar formula (the “Nareit Percentile Rank”).
The Peer Group Units shall be eligible to become vested based on the percentile rank of the Company’s Total Shareholder Return for the Performance Period relative to the Total Shareholder Return for the Performance Period of the following companies: Prologis, Inc. (PLD), Rexford Industrial Realty, Inc. (REXR), EastGroup Properties, Inc. (EGP), STAG Industrial, Inc. (STAG), Terreno Realty Corporation (TRNO), LXP Industrial Trust (LXP), Plymouth Industrial REIT, Inc. (PLYM), and Industrial Logistics Properties Trust (ILPT) (each a “Peer Group Company” and, collectively, the “Peer Group Companies”) as determined using the same methodology as is set forth above for determining the Nareit Percentile Rank (the “Peer Group Percentile Rank”). If any Peer Group Company ceases to be publicly-held during the Performance Period or otherwise ceases to provide a meaningful comparison for any reason, including as a result of a change in business, sector or industry focus (as determined by the Committee in its discretion), such company shall be excluded from the Peer Group Companies for purposes of the foregoing calculation and the remaining Peer Group shall remain unchanged; provided, however, that the Committee shall have the discretion in good faith to substitute another publicly traded REIT in similar business as the Company and other Peer Group Companies, in lieu of the company that has been excluded from the Peer Group Companies.
For both the Nareit All Equity Units and the Peer Group Units, if the applicable “Threshold” Performance Target is not achieved, 0% of the respective Target Performance Units shall become vested, and if the applicable “Maximum” Performance Target is exceeded, 225% of the respective Target Performance Units shall become vested. The percentage of Target Performance Units that becomes vested shall be determined based upon weighted interpolation if the level of achievement of the Performance Target falls in between two of the Performance Targets.
For example, if there were nine Nareit Index Companies (exclusive of Company), three with a higher Total Shareholder Return, six with a lower Total Shareholder Return, then the Nareit Percentile Rank would be calculated using a weighted interpolation calculation methodology as follows:
A-1
| PLD | 48.0% | ||||
| EGP | 46.0% | ||||
| STAG | 40.0% | ||||
| FR | 39.0% | ||||
| PLYM | 30.0% | ||||
| REXR | 28.0% | ||||
| LXP | 25.0% | ||||
| ILPT | 22.0% | ||||
| TRNO | 20.0% | ||||
| FR Percentile Ranking: | 70.0%-ile* | ||||
*Calculated using the function: “=PERCENTRANK(PLD:TRNO)”.
The percentile rank is then measured against the Performance Targets below such that, with respect to the Nareit All Equity Units, if the Nareit Percentile Rank is less than the 30th percentile for the Performance Period, the percentage of Target Nareit Units to become vested shall be 0%; if the Nareit Percentile Rank for the Performance Period is equal to the 50th percentile for the Performance Period, the percentage of Target Nareit Units to become vested shall be 100% (“Target”); and if the Nareit Percentile Rank for the Performance Period is equal to or greater than the 75th percentile, the percentage of Target Nareit Units to become vested shall be 225% (“Maximum”). The same methodology will apply to the Peer Group Units with reference to the Performance Targets for the Peer Group Units set forth below.
Using the 70th percentile ranking for the Peer Group companies, and assuming an 80th percentile ranking for the Nareit Index Companies, the total performance units will be the sum of 54% times 200%, plus 46% times 225%, which is 211.5%. This amount is then multiplied by the number of target units in order to determine the units earned.
“Total Shareholder Return” means, for the Company, each Nareit Index Company and each Peer Group Company, as applicable, the total shareholder return of the relevant entity computed using average total shareholder return data (prepared on a consistent basis) from the first day of the Performance Period (using the closing price of one share of the common equity of such entity (or, if such date is not a trading day, the most recent prior trading day) as the starting stock price) through the last day of the Performance Period (using the average of the closing price of one share of the common equity for such entity for the ten (10) consecutive trading days ending on and including such date (or, if such date is not a trading day, the most recent prior trading day period) as the ending stock price) and assuming contemporaneous reinvestment of dividends (using a dividend reinvestment methodology determined by the Committee to be advisable to provide appropriate comparison among entities); provided that if the end of the Performance Period is the date upon which a Transactional Change of Control occurs, the ending stock price as of such date for the Company shall be equal to the fair market value in cash, as determined in good faith by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Stock. Additionally, appropriate adjustments to Total Shareholder Return shall be made to take into account all stock dividends, stock splits, reverse stock splits and the other similar events that occur during the Performance Period.
A-2
“Transactional Change of Control” means a Change of Control resulting from the completion of a tender offer for Stock, a consolidation or merger of the Company or a sale, lease, exchange or other transfer of all or substantially all of the assets of the Company.
Nareit All Equity Units (46% of total Performance Units)
| Nareit Percentile Rank | Percentage of Target Nareit Units vested | |||||||
| Threshold | 30th Percentile | 50% | ||||||
| Target | 50th Percentile | 100% | ||||||
| Maximum | 75th Percentile | 225% | ||||||
Peer Group Units (54% of total Performance Units)
| Peer Group Percentile Rank | Percentage of Target Peer Group Units vested | |||||||
| Threshold | 30th Percentile | 50% | ||||||
| Target | 50th Percentile | 100% | ||||||
| Maximum | 75th Percentile | 225% | ||||||
Notwithstanding the foregoing, in the event that the Company’s Total Shareholder Return is less than zero, the number of Performance Units vested, if any, shall be reduced by 25% of the total amount that would have otherwise vested in accordance with this Exhibit A.
A-3
EXHIBIT 21.1
FIRST INDUSTRIAL REALTY TRUST, INC.
SUBSIDIARIES OF THE REGISTRANT
| Name | State of Incorporation Formation | |||||||
| 431 Railroad Avenue General Partner, LP | Delaware | |||||||
| 431 Railroad Avenue Property Holding, LP | Delaware | |||||||
| 431 Railroad Avenue Second, LLC | Delaware | |||||||
| 431 Railroad Avenue, LLC | Delaware | |||||||
| 78-81 Crossroads, LLC | Delaware | |||||||
| 78-81 Jonestown, LLC | Delaware | |||||||
| 78-81 Logistics Center, LLC | Delaware | |||||||
| 9345 PGH, LLC | Delaware | |||||||
| 9813 Almond FR Xpress, LLC | Delaware | |||||||
| FI Development Services Corporation | Maryland | |||||||
| FI Development Services, L.P. | Delaware | |||||||
| FI New Jersey Exchange LLC | Delaware | |||||||
| FIFP Conyers, LLC | Delaware | |||||||
| FIP MM Aurora, LLC | Delaware | |||||||
| First Florence I Urban Renewal, LLC | New Jersey | |||||||
| First Industrial Acquisitions II, LLC | Delaware | |||||||
| First Industrial Acquisitions, Inc. | Maryland | |||||||
| First Industrial Development Services Tampa, LLC | Delaware | |||||||
| First Industrial Finance Corporation | Maryland | |||||||
| First Industrial Financing Partnership, L.P. | Delaware | |||||||
| First Industrial Harrisburg Corporation | Maryland | |||||||
| First Industrial Harrisburg, L.P. | Delaware | |||||||
| First Industrial Investment II, LLC | Delaware | |||||||
| First Industrial Investment Properties, Inc. | Maryland | |||||||
| First Industrial Management Services (Denver), LLC | Delaware | |||||||
| First Industrial Mortgage Corporation | Maryland | |||||||
| First Industrial Mortgage Partnership, L.P. | Delaware | |||||||
| First Industrial Pennsylvania Corporation | Maryland | |||||||
| First Industrial Pennsylvania, L.P. | Delaware | |||||||
| First Industrial Realty Trust, Inc. | Maryland | |||||||
| First Industrial Securities Corporation | Maryland | |||||||
| First Industrial Securities, L.P. | Delaware | |||||||
| First Industrial Telecommunications LLC | Delaware | |||||||
| First Industrial Texas LP | Delaware | |||||||
| First Industrial, L.P. | Delaware | |||||||
| First Park 283 Logistics Center, LLC | Delaware | |||||||
| First Park 417, LLC | Delaware | |||||||
| First Park 94, LLC | Delaware | |||||||
| First Park Miami, LLC | Delaware | |||||||
| FP Fairburn, LLC | Delaware | |||||||
| FR 10680 88 AVENUE, LLC | Delaware | |||||||
| FR 11600 NW 107, LLC | Delaware | |||||||
| FR 1200 NW Street, LLC | Delaware | |||||||
| FR 1351 NW 78, LLC | Delaware | |||||||
| FR 1402 Puyallup, LLC | Delaware | |||||||
| FR 14143 Washington, LLC | Delaware | |||||||
| FR 14403 Santa Ana, LLC | Delaware | |||||||
| FR 14750 Jurupa, LLC | Delaware | |||||||
| FR 1508 Valentine, LLC | Delaware | |||||||
| FR 1801 Andrews, LLC | Delaware | |||||||
| FR 200 Cascade, LLC | Delaware | |||||||
| FR 211 Parr Boulevard, LLC | Delaware | |||||||
| FR 21110 E 31st, LLC | Delaware | |||||||
| FR 24 Street East, LLC | Delaware | |||||||
| FR 2504 NW 19, LLC | Delaware | |||||||
| FR 263 Roy, LLC | Delaware | |||||||
| FR 27403 Industrial, LLC | Delaware | |||||||
| FR 2755 Willow Road GP, LLC | Delaware | |||||||
| FR 2755 Willow Road, L.P. | Delaware | |||||||
| FR 301 Bordentown 2, LLC | Delaware | |||||||
| FR 30311 Emerald Valley Parkway, LLC | Delaware | |||||||
| FR 30333 Emerald Valley Parkway, LLC | Delaware | |||||||
| FR 4401 Shader Road, LLC | Delaware | |||||||
| FR 450 Gills Drive, LLC | Delaware | |||||||
| FR 4700 W. Ledbetter, LLC | Delaware | |||||||
| FR 5355 Northwest 24 Street, LLC | Delaware | |||||||
| FR 550 Gills Drive, LLC | Delaware | |||||||
| FR 6407 South 210, LLC | Delaware | |||||||
| FR 6635 E 30, LLC | Delaware | |||||||
| FR 750 Gateway, LLC | Delaware | |||||||
| FR 770 Gills Drive, LLC | Delaware | |||||||
| FR 7900 Cochran Road, LLC | Delaware | |||||||
| FR 8000 East 96, LLC | Delaware | |||||||
| FR 81 Paragon Drive, LLC | Delaware | |||||||
| FR 811 Anaheim, LLC | Delaware | |||||||
| FR 82 Liberty, LLC | Delaware | |||||||
| FR 8751 Skinner, LLC | Delaware | |||||||
| FR ABC, LLC | Delaware | |||||||
| FR ABERDEEN, LLC | Delaware | |||||||
| FR Aldrin Drive, LLC | Delaware | |||||||
| FR Aurora Commerce Center Phase I, LLC | Colorado | |||||||
| FR AZ/TX, LLC | Delaware | |||||||
| FR Bergen, LLC | Delaware | |||||||
| FR Boone, LLC | Delaware | |||||||
| FR Boulevard General Partner, LP | Delaware | |||||||
| FR Boulevard Property Holding, LP | Delaware | |||||||
| FR Boulevard Second, LLC | Delaware | |||||||
| FR Boulevard, LLC | Delaware | |||||||
| FR Bristol General Partner, LP | Delaware | |||||||
| FR Bristol Property Holding, LP | Delaware | |||||||
| FR Bristol Second, LLC | Delaware | |||||||
| FR Bristol, LLC | Delaware | |||||||
| FR Brokerage Services of Michigan, LLC | Delaware | |||||||
| FR Brokerage Services, Inc. | Maryland | |||||||
| FR CA Holding GP, LLC | Delaware | |||||||
| FR CA Property Exchange GP, LLC | Delaware | |||||||
| FR CA Property Exchange LP, LLC | Delaware | |||||||
| FR CA Property Holding 2, LP | Delaware | |||||||
| FR CA Property Holding 3, LP | Delaware | |||||||
| FR CA Property Holding 4, LP | Delaware | |||||||
| FR CA Property Holding 5, LP | Delaware | |||||||
| FR CA Property Holding 6, LP | Delaware | |||||||
| FR CA Property Holding 7, LP | Delaware | |||||||
| FR CA Property Holding 8, LP | Delaware | |||||||
| FR CA Property Holding, LP | Delaware | |||||||
| FR Clawiter, LLC | Delaware | |||||||
| FR Clifton General Partner, LP | Delaware | |||||||
| FR Clifton Property Holding, LP | Delaware | |||||||
| FR Clifton Second, LLC | Delaware | |||||||
| FR Clifton, LLC | Delaware | |||||||
| FR CO/Tex Cuna, LLC | Delaware | |||||||
| FR Commerce Center, LLC | Delaware | |||||||
| FR Crossroads I, LLC | Delaware | |||||||
| FR Cumberland General Partner, LP | Delaware | |||||||
| FR Cumberland Property Holding, LP | Delaware | |||||||
| FR Cumberland Second, LLC | Delaware | |||||||
| FR Cumberland, LLC | Delaware | |||||||
| FR Dallas Houston, LLC | Delaware | |||||||
| FR Danieldale Road, LLC | Delaware | |||||||
| FR Depot Road, LLC | Delaware | |||||||
| FR Dessau Road, LLC | Delaware | |||||||
| FR E1 General Partner, LP | Delaware | |||||||
| FR E1 Property Holding, LP | Delaware | |||||||
| FR E1 Second, LLC | Delaware | |||||||
| FR E1, LLC | Delaware | |||||||
| FR E2 General Partner, LP | Delaware | |||||||
| FR E2 Property Holding, LP | Delaware | |||||||
| FR E2 Second, LLC | Delaware | |||||||
| FR E2, LLC | Delaware | |||||||
| FR E3 General Partner, LP | Delaware | |||||||
| FR E3 Property Holding, LP | Delaware | |||||||
| FR E3 Second, LLC | Delaware | |||||||
| FR E3, LLC | Delaware | |||||||
| FR East Sam Houston Parkway 2, LLC | Delaware | |||||||
| FR East Sam Houston Parkway, LLC | Delaware | |||||||
| FR Executive, LLC | Delaware | |||||||
| FR Feehanville, LLC | Delaware | |||||||
| FR First Avenue General Partner, LP | Delaware | |||||||
| FR First Avenue Property Holding, LP | Delaware | |||||||
| FR First Avenue Second, LLC | Delaware | |||||||
| FR First Avenue, LLC | Delaware | |||||||
| FR First Fontana, LLC | Delaware | |||||||
| FR First Park Joliet, LLC | Delaware | |||||||
| FR First State Crossing, LLC | Delaware | |||||||
| FR Fossil Creek, LLC | Delaware | |||||||
| FR Frederick, LLC | Delaware | |||||||
| FR Gateway Commerce Center, LLC | Delaware | |||||||
| FR Georgia, LLC | Delaware | |||||||
| FR Gilroy LLC | Delaware | |||||||
| FR Glendale, LLC | Delaware | |||||||
| FR Goodyear Manager, LLC | Delaware | |||||||
| FR Goodyear, LLC | Delaware | |||||||
| FR Hagerstown, LLC | Delaware | |||||||
| FR Harley Knox, LLC | Delaware | |||||||
| FR Hathaway, LLC | Delaware | |||||||
| FR Hunt Valley II LLC | Delaware | |||||||
| FR Hunt Valley LLC | Delaware | |||||||
| FR Investment Properties, LLC | Delaware | |||||||
| FR Jessup General Partner, LP | Delaware | |||||||
| FR Jessup Property Holding, LP | Delaware | |||||||
| FR Jessup Second, LLC | Delaware | |||||||
| FR Jessup, LLC | Delaware | |||||||
| FR JH 10 MM, LLC | Delaware | |||||||
| FR JH 10, LLC | Delaware | |||||||
| FR JH 12 MM, LLC | Delaware | |||||||
| FR JH 12, LLC | Delaware | |||||||
| FR Laurel Park, LLC | Delaware | |||||||
| FR Leo Lane General Partner, LP | Delaware | |||||||
| FR Leo Lane Property Holding, LP | Delaware | |||||||
| FR Leo Lane Second, LLC | Delaware | |||||||
| FR Leo Lane, LLC | Delaware | |||||||
| FR Lewisville Midway 2, LLC | Delaware | |||||||
| FR Lewisville Midway, LLC | Delaware | |||||||
| FR Loveton LLC | Delaware | |||||||
| FR Lyons Road, LLC | Delaware | |||||||
| FR Main Street, LLC | Delaware | |||||||
| FR Management, L.P. | Delaware | |||||||
| FR Manchester General Partner, LP | Delaware | |||||||
| FR Manchester Property Holding, LP | Delaware | |||||||
| FR Manchester Second, LLC | Delaware | |||||||
| FR Manchester, LLC | Delaware | |||||||
| FR Massachusetts 7, LLC | Delaware | |||||||
| FR McCormick Road II LLC | Delaware | |||||||
| FR McFadden General Partner, LP | Delaware | |||||||
| FR McFadden Property Holding, LP | Delaware | |||||||
| FR McFadden Second, LLC | Delaware | |||||||
| FR Menomonee Falls, LLC | Delaware | |||||||
| FR Museum Road General Partner, LP | Delaware | |||||||
| FR Museum Road Property Holding, LP | Delaware | |||||||
| FR Museum Road Second, LLC | Delaware | |||||||
| FR Museum Road, LLC | Delaware | |||||||
| FR Nandina Avenue, LLC | Delaware | |||||||
| FR National Life, LLC | Delaware | |||||||
| FR National Life/Harrisburg, LLC | Delaware | |||||||
| FR Natwar, LLC | Delaware | |||||||
| FR Newlins Logistics Park, LLC | Delaware | |||||||
| FR Newlins Mill, LLC | Delaware | |||||||
| FR Newlins Park, LLC | Delaware | |||||||
| FR Nottingham, LLC | Delaware | |||||||
| FR NW 12 Terrace, LLC | Delaware | |||||||
| FR Oceanside, LLC | Delaware | |||||||
| FR Old Post Road, LLC | Delaware | |||||||
| FR Orchard 88, LLC | Delaware | |||||||
| FR Orlando, LLC | Delaware | |||||||
| FR Park 283 Londonderry, LLC | Delaware | |||||||
| FR Park 283, LLC | Delaware | |||||||
| FR Park Plaza, LLC | Delaware | |||||||
| FR Peebles Drive, LLC | Delaware | |||||||
| FR Pepper Road LLC | Delaware | |||||||
| FR PV 303 Phase 2, LLC | Delaware | |||||||
| FR PV 303 Phase 3, LLC | Delaware | |||||||
| FR PV 303, LLC | Delaware | |||||||
| FR Rancho Conejo, LLC | Delaware | |||||||
| FR Randolph Drive, LLC | Virginia | |||||||
| FR Red Lion General Partner, LP | Delaware | |||||||
| FR Red Lion Property Holding, LP | Delaware | |||||||
| FR Red Lion Second, LLC | Delaware | |||||||
| FR Relizon, LLC | Delaware | |||||||
| FR Shader Road, LLC | Delaware | |||||||
| FR Summit, LLC | Virginia | |||||||
| FR Tamarind II, LLC | Delaware | |||||||
| FR Texas GP, LLC | Delaware | |||||||
| FR Texas LP, LLC | Delaware | |||||||
| FR Washington Street, LLC | Delaware | |||||||
| FR Welsh Bindery, LLC | Delaware | |||||||
| FR Wilson Ave, LLC | Delaware | |||||||
| FR Woodridge Land, LLC | Delaware | |||||||
| FR Woodridge, LLC | Delaware | |||||||
| FR York General Partner, LP | Delaware | |||||||
| FR York Property Holding, LP | Delaware | |||||||
| FR York Second, LLC | Delaware | |||||||
| FR York, LLC | Delaware | |||||||
| Fraser Aurora, LLC | Delaware | |||||||
| FR-Kenosha, LLC | Delaware | |||||||
| FRV CO, LLC | Delaware | |||||||
| HQ Lemont, LLC | Delaware | |||||||
| Lavergne Lemont, LLC | Delaware | |||||||
| LPF 10100 Kenosha, LLC | Delaware | |||||||
| Pewaukee Maple Grove, LLC | Delaware | |||||||
| Princeton Glendale, LLC | Delaware | |||||||
| Sigman Conyers, LLC | Delaware | |||||||
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33-95190, 333-03999, 333-21887, 333-53835, 333-57355, 333-64743, 333-38850, 333-70638, 333-104211, 333-142472, 333-142474 and 333-236418) and on Form S-8 (No. 333-36699, 333-45317, 333-67824, 333-166489, 333-180724, 333-195760 and 333-238538) of First Industrial Realty Trust, Inc. of our report dated February 15, 2023 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 15, 2023
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No.333-236418) of First Industrial, L.P. of our report dated February 15, 2023 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting of First Industrial, L.P., which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 15, 2023
EXHIBIT 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33-95190, 333-03999, 333-21887, 333-53835, 333-57355, 333-64743, 333-38850, 333-70638, 333-104211, 333-142472, 333-142474, and 333-236418) and on Form S-8 (No. 333-36699, 333-45317, 333-67824, 333-166489, 333-180724, 333-195760, and 333-238538) of First Industrial Realty Trust, Inc. and Form S-3 (No. 333-236418) of First Industrial, L.P. of our report dated February 15, 2023 relating to the consolidated financial statements of DRI FR Glendale, LLC, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 15, 2023
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Peter E. Baccile, certify that:
1.I have reviewed this annual report on Form 10-K of First Industrial Realty Trust, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: February 15, 2023 | /S/ PETER E. BACCILE | |||||||
| Peter E. Baccile | ||||||||
| President and Chief Executive Officer (Principal Executive Officer) | ||||||||
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Scott A. Musil, certify that:
1.I have reviewed this annual report on Form 10-K of First Industrial Realty Trust, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: February 15, 2023 | /S/ SCOTT A. MUSIL | |||||||
| Scott A. Musil | ||||||||
| Chief Financial Officer (Principal Financial Officer) | ||||||||
EXHIBIT 31.3
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Peter E. Baccile, certify that:
1.I have reviewed this annual report on Form 10-K of First Industrial, L.P.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-l5(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: February 15, 2023 | /S/ PETER E. BACCILE | |||||||
| Peter E. Baccile | ||||||||
| President and Chief Executive Officer (Principal Executive Officer) | ||||||||
| First Industrial Realty Trust, Inc. | ||||||||
EXHIBIT 31.4
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Scott A. Musil, certify that:
1.I have reviewed this annual report on Form 10-K of First Industrial, L.P.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-l5(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: February 15, 2023 | /S/ SCOTT A. MUSIL | |||||||
| Scott A. Musil | ||||||||
| Chief Financial Officer (Principal Financial Officer) | ||||||||
| First Industrial Realty Trust, Inc. | ||||||||
EXHIBIT 32.1
CERTIFICATION
Accompanying Form 10-K Report
of First Industrial Realty Trust, Inc.
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Chapter 63, Title 18 U.S.C. §1350(a) and (b))
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. §1350(a) and (b)), each of the undersigned hereby certifies, to his knowledge, that the Annual Report on Form 10-K for the year ended December 31, 2022 of First Industrial Realty Trust, Inc. (the “Company”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: February 15, 2023 | /S/ PETER E. BACCILE | |||||||
| Peter E. Baccile | ||||||||
| President and Chief Executive Officer (Principal Executive Officer) | ||||||||
| Dated: February 15, 2023 | /S/ SCOTT A. MUSIL | |||||||
| Scott A. Musil | ||||||||
| Chief Financial Officer (Principal Financial Officer) | ||||||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The information contained in this written statement shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference to such filing.
EXHIBIT 32.2
CERTIFICATION
Accompanying Form 10-K Report
of First Industrial, L.P.
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Chapter 63, Title 18 U.S.C. §1350(a) and (b))
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. §1350(a) and (b)), each of the undersigned hereby certifies, to his knowledge, that the Annual Report on Form 10-K for the year ended December 31, 2022 of First Industrial, L.P. (the “Operating Partnership”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
| Dated: February 15, 2023 | /S/ PETER E. BACCILE | ||||||||||
| Peter E. Baccile | |||||||||||
| President and Chief Executive Officer (Principal Executive Officer) | |||||||||||
| First Industrial Realty Trust, Inc. | |||||||||||
| Dated: February 15, 2023 | /S/ SCOTT A. MUSIL | ||||||||||
| Scott A. Musil | |||||||||||
| Chief Financial Officer (Principal Financial Officer) | |||||||||||
| First Industrial Realty Trust, Inc. | |||||||||||
A signed original of this written statement required by Section 906 has been provided to the Operating Partnership and will be retained by the Operating Partnership and furnished to the Securities and Exchange Commission or its staff upon request. The information contained in this written statement shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference to such filing.