þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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MARYLAND
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46-2024407
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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11620 Wilshire Boulevard, Suite 1000,
Los Angeles, California
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90025
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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•
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the competitive environment in which we operate;
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real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets;
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decreased rental rates or increasing vacancy rates;
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potential defaults on or non-renewal of leases by tenants;
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potential bankruptcy or insolvency of tenants;
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acquisition risks, including failure of such acquisitions to perform in accordance with expectations;
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the timing of acquisitions and dispositions;
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potential natural disasters such as earthquakes, wildfires or floods;
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the consequence of any future security alerts and/or terrorist attacks;
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national, international, regional and local economic conditions;
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the general level of interest rates;
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potential changes in the law or governmental regulations that affect us and interpretations of those laws and regulations, including changes in real estate and zoning or real estate investment trust (“REIT”) tax laws, and potential increases in real property tax rates;
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financing risks, including the risks that our cash flows from operations may be insufficient to meet required payments of principal and interest and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all;
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lack of or insufficient amounts of insurance;
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our failure to complete acquisitions;
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our failure to successfully integrate acquired properties;
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our ability to qualify and maintain our qualification as a REIT;
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our ability to maintain our current investment grade rating by Fitch;
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litigation, including costs associated with prosecuting or defending pending or threatened claims and any adverse outcomes; and
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possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us.
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our cash flow may be insufficient to meet our required principal and interest payments;
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we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to meet operational needs;
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we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
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we may be forced to dispose of one or more of our properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject;
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we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations and in some cases commence foreclosure proceedings on one or more of our properties; and
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our default under any loan with cross default provisions could result in a default on other indebtedness.
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we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete;
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even if we enter into agreements for the acquisition of properties, these agreements are subject to conditions to closing, which we may be unable to satisfy; and
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we may be unable to finance any given acquisition on favorable terms or at all.
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the possibility that we may not be able to successfully integrate acquired properties into our existing portfolio or achieve the level of quality with respect to such properties to which tenants of our existing properties are accustomed;
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the possibility that senior management may be required to spend considerable time negotiating agreements and integrating acquired properties, diverting their attention from our other objectives;
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the possibility that we may overpay for a property;
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the possible loss or reduction in value of acquired properties; and
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the possibility of pre-existing undisclosed liabilities regarding acquired properties, including environmental or asbestos liability, for which our insurance may be insufficient or for which we may be unable to secure insurance coverage.
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even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;
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we may acquire properties that are not accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations;
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we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
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we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and as a result our results of operations and financial condition could be adversely affected;
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market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and
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we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
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restrict our ability to incur additional indebtedness;
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restrict our ability to make certain investments;
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limit our ability to make capital expenditures;
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restrict our ability to merge with another company;
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restrict our ability to make distributions to stockholders; and
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require us to maintain financial coverage ratios.
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decreased demand for industrial space, which would cause market rental rates and property values to be negatively impacted;
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reduced values of our properties may limit our ability to dispose of assets at attractive prices, or at all, or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; and
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our ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and redevelopment opportunities and refinance existing debt, reduce our returns from our acquisition and redevelopment activities and increase our future interest expense.
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unsuccessful development or redevelopment opportunities could result in direct expenses to us;
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construction or redevelopment costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable;
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time required to complete the construction or redevelopment of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;
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contractor and subcontractor disputes, strikes, labor disputes or supply disruptions, which may cause delays or increase costs;
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failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all;
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delays with respect to obtaining or the inability to obtain necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws;
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occupancy rates and rents of a completed project may not be sufficient to make the project profitable;
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our ability to dispose of properties developed or redeveloped with the intent to sell could be impacted by the ability of prospective buyers to obtain financing given the current state of the credit markets; and
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the availability and pricing of financing to fund our development activities on favorable terms or at all.
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general market conditions;
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the market’s perception of our growth potential;
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our current debt levels;
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our current and expected future earnings;
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our cash flow and cash distributions; and
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the trading price of our common stock.
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local oversupply or reduction in demand for industrial space;
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adverse changes in financial conditions of buyers, sellers and tenants of properties;
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vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or below-market renewal options, and the need to periodically repair, renovate and re-lease space;
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increased operating costs, including insurance premiums, utilities, real estate taxes and state and local taxes;
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civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes, floods and wildfires, which may result in uninsured or underinsured losses;
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decreases in the market value of our properties;
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changing submarket demographics; and
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changing traffic patterns.
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acquire additional real estate investments;
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repay debt;
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buy out interests of any partners in any joint venture in which we are a party;
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create working capital reserves; or
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make repairs, maintenance, tenant improvements or other capital improvements or expenditures on our other properties.
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“Business combination” provisions that, subject to certain exceptions, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose fair price or supermajority stockholder voting requirements on these combinations; and
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“Control share” provisions that provide that holders of “control shares” of our company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise voting power in the election of directors within one of three increasing ranges) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of the voting power of issued and outstanding “control shares,” subject to certain exceptions) have no voting rights with respect to their control shares, except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
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redemption rights of qualifying parties;
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a requirement that we may not be removed as the general partner of our operating partnership without our consent;
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transfer restrictions on common units;
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our ability, as general partner, in some cases, to amend the partnership agreement and to cause our operating partnership to issue additional partnership interests with terms that could delay, defer or prevent a merger or other change of control of us or our operating partnership without the consent of our stockholders or the limited partners; and
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the right of the limited partners to consent to certain transfers of our general partnership interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise).
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actual receipt of an improper benefit or profit in money, property or services; or
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active and deliberate dishonesty by the director or officer that was established by a final judgment and was material to the cause of action adjudicated.
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we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates;
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we also could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and
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unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.
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Property Address
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City
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Number of Buildings
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Asset Type
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Year Built / Renovated
(1)
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Rentable Square Feet
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Percentage of Rentable Square Feet
(2)
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Number of Leases
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Occupancy
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Annualized Base Rent
(3)
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Percentage of Total Annualized Base Rent
(4)
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Total Annualized Base Rent per Square Foot
(5)
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|||||||||
Los Angeles - Greater San Fernando Valley
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901 W. Alameda Ave.
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Burbank
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1
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Creative Office
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1969 / 2009
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44,924
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0.4
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%
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3
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89.5
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%
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$
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1,282,136
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1.4
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%
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$
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31.90
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10635 Vanowen St.
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Burbank
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1
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Warehouse / Light Manufacturing
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1977
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31,037
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0.3
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%
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4
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100.0
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%
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271,288
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0.3
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%
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8.74
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2980 & 2990 N San Fernando Road
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Burbank
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2
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Warehouse / Light Manufacturing
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1950 / 2004
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130,800
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1.1
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%
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1
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100.0
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%
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1,161,504
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1.2
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%
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8.88
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9401 De Soto Ave.
(6)
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Chatsworth
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1
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Warehouse / Light Manufacturing
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1983
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150,263
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1.3
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%
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—
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—
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%
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—
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—
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%
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—
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9120 Mason Ave.
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Chatsworth
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1
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Warehouse / Distribution
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1967 / 1999
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319,348
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2.7
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%
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1
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100.0
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%
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1,801,123
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1.9
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%
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5.64
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21040 Nordoff Street; 9035 Independence Avenue; 21019 - 21045 Osborne Street
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Chatsworth
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7
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Warehouse / Distribution
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1979 / 1980
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153,212
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1.3
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%
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8
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77.5
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%
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877,953
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0.9
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%
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7.39
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700 Allen Ave., 1840 Dana St., & 1830 Flower
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Glendale
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3
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Creative Office
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1949, 1961 / 2011-2012
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38,665
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0.3
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%
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1
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65.1
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%
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736,940
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0.8
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%
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29.28
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3350 Tyburn St., 3332, 3334, 3360, 3368, 3370, 3378, 3380, 3410, 3424 N. San Fernando Rd.
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Los Angeles
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8
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Warehouse / Distribution
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1966, 1992, 1993, 1994
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473,345
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4.0
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%
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|
28
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|
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100.0
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%
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4,739,209
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5.1
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%
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10.01
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3116 W. Avenue 32
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Los Angeles
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1
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Warehouse / Distribution
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1974
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100,500
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|
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0.8
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%
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|
1
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|
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85.7
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%
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716,544
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|
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0.7
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%
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8.32
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7900 Nelson Rd.
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Los Angeles
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1
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Warehouse / Distribution
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1998 / 2015
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202,905
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|
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1.7
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%
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2
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|
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100.0
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%
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1,715,244
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1.8
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%
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8.45
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121-125 N. Vinedo Ave.
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Pasadena
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1
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Warehouse / Light Manufacturing
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1953 / 1993
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48,381
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|
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0.4
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%
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|
1
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|
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100.0
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%
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563,454
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0.6
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%
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11.65
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89-91 N. San Gabriel Blvd., 2670-2674 Walnut Ave., 2675 Nina St.
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Pasadena
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5
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Light Manufacturing / Flex
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1947, 1985 / 2009
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31,619
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|
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0.3
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%
|
|
4
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|
|
100.0
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%
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626,945
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0.7
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%
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19.83
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1050 Arroyo Ave.
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|
San Fernando
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1
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Warehouse / Light Manufacturing
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1969 / 2012
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76,993
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|
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0.6
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%
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|
1
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|
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100.0
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%
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558,704
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|
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0.6
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%
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7.26
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605 8th Street
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San Fernando
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1
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Warehouse / Distribution
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1991 / 2015
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55,715
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|
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0.5
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%
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1
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|
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100.0
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%
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454,634
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|
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0.5
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%
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8.16
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24935 & 24955 Avenue Kearny
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Santa Clarita
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2
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|
Warehouse / Distribution
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|
1988
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138,980
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|
|
1.2
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%
|
|
2
|
|
|
100.0
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%
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945,427
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|
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1.0
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%
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6.80
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15140 & 15148 Bledsoe St., 13065 - 13081 Bradley Ave.
(7)
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Sylmar
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2
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|
Warehouse / Light Manufacturing
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|
1969, 2008 / 2006
|
|
133,356
|
|
|
1.1
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%
|
|
7
|
|
|
46.0
|
%
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|
591,698
|
|
|
0.6
|
%
|
|
9.64
|
|
||
18310-18330 Oxnard St.
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|
Tarzana
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|
2
|
|
Warehouse / Light Manufacturing
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|
1973
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|
75,288
|
|
|
0.6
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%
|
|
23
|
|
|
96.1
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%
|
|
891,778
|
|
|
1.0
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%
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|
12.32
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||
28340 - 28400 Avenue Crocker
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|
Valencia
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|
1
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|
Warehouse / Light Manufacturing
|
|
1987 / 2006
|
|
90,722
|
|
|
0.8
|
%
|
|
2
|
|
|
50.4
|
%
|
|
322,631
|
|
|
0.3
|
%
|
|
7.06
|
|
||
28159 Avenue Stanford
|
|
Valencia
|
|
1
|
|
Light Industrial / Office
|
|
1987 / 2008
|
|
79,701
|
|
|
0.7
|
%
|
|
11
|
|
|
69.0
|
%
|
|
724,150
|
|
|
0.8
|
%
|
|
13.17
|
|
||
15041 Calvert St.
|
|
Van Nuys
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1971
|
|
81,282
|
|
|
0.7
|
%
|
|
1
|
|
|
100.0
|
%
|
|
497,446
|
|
|
0.5
|
%
|
|
6.12
|
|
Property Address
|
|
City
|
|
Number of Buildings
|
|
Asset Type
|
|
Year Built / Renovated
(1)
|
|
Rentable Square Feet
|
|
Percentage of Rentable Square Feet
(2)
|
|
Number of Leases
|
|
Occupancy
|
|
Annualized Base Rent
(3)
|
|
Percentage of Total Annualized Base Rent
(4)
|
|
Total Annualized Base Rent per Square Foot
(5)
|
|||||||||
14723-14825 Oxnard St.
|
|
Van Nuys
|
|
6
|
|
Warehouse / Light Manufacturing
|
|
1964 / 1968
|
|
78,000
|
|
|
0.7
|
%
|
|
60
|
|
|
93.8
|
%
|
|
906,370
|
|
|
1.0
|
%
|
|
12.38
|
|
||
8101-8117 Orion Ave.
|
|
Van Nuys
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1978
|
|
48,394
|
|
|
0.4
|
%
|
|
25
|
|
|
100.0
|
%
|
|
637,102
|
|
|
0.7
|
%
|
|
13.16
|
|
||
6701 & 6711 Odessa Ave.
|
|
Van Nuys
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1970-1972 / 2012
|
|
29,544
|
|
|
0.2
|
%
|
|
2
|
|
|
100.0
|
%
|
|
251,791
|
|
|
0.3
|
%
|
|
8.52
|
|
||
Los Angeles - Greater San Fernando Valley Total
|
|
|
|
52
|
|
|
|
|
|
2,612,974
|
|
|
22.1
|
%
|
|
189
|
|
|
86.0
|
%
|
|
21,274,072
|
|
|
22.7
|
%
|
|
9.47
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Los Angeles - San Gabriel Valley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
425 S. Hacienda Blvd.
|
|
City of Industry
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1997
|
|
51,823
|
|
|
0.4
|
%
|
|
1
|
|
|
100.0
|
%
|
|
388,236
|
|
|
0.4
|
%
|
|
7.49
|
|
||
14955-14971 E Salt Lake Ave
|
|
City of Industry
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1979
|
|
126,036
|
|
|
1.1
|
%
|
|
5
|
|
|
100.0
|
%
|
|
922,521
|
|
|
1.0
|
%
|
|
7.32
|
|
||
15241 - 15277, 15317 - 15339 Don Julian Rd.
|
|
City of Industry
|
|
2
|
|
Warehouse / Distribution
|
|
1965, 2005 / 2003
|
|
241,248
|
|
|
2.0
|
%
|
|
14
|
|
|
100.0
|
%
|
|
2,197,007
|
|
|
2.3
|
%
|
|
9.11
|
|
||
15715 Arrow Highway
|
|
Irwindale
|
|
1
|
|
Light Manufacturing / Flex
|
|
1989
|
|
76,000
|
|
|
0.6
|
%
|
|
1
|
|
|
100.0
|
%
|
|
987,178
|
|
|
1.0
|
%
|
|
12.99
|
|
||
15705, 15709 Arrow Highway & 5220 Fourth St.
|
|
Irwindale
|
|
3
|
|
Warehouse / Light Manufacturing
|
|
1987
|
|
69,592
|
|
|
0.6
|
%
|
|
40
|
|
|
96.9
|
%
|
|
742,359
|
|
|
0.8
|
%
|
|
11.01
|
|
||
16321 Arrow Hwy.
|
|
Irwindale
|
|
3
|
|
Warehouse / Light Manufacturing
|
|
1955 / 2001
|
|
64,296
|
|
|
0.5
|
%
|
|
1
|
|
|
100.0
|
%
|
|
651,396
|
|
|
0.6
|
%
|
|
10.13
|
|
||
14250-14278 Valley Blvd.
|
|
La Puente
|
|
8
|
|
Warehouse / Light Manufacturing
|
|
1974 / 2007
|
|
99,735
|
|
|
0.8
|
%
|
|
28
|
|
|
100.0
|
%
|
|
901,806
|
|
|
1.0
|
%
|
|
9.04
|
|
||
13914-13932 Valley Blvd.
|
|
La Puente
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1978, 1988 / 2012
|
|
58,084
|
|
|
0.5
|
%
|
|
28
|
|
|
100.0
|
%
|
|
541,845
|
|
|
0.6
|
%
|
|
9.33
|
|
||
1400 South Shamrock
|
|
Monrovia
|
|
1
|
|
Light Manufacturing / Flex
|
|
1957, 1962 / 2004
|
|
67,838
|
|
|
0.6
|
%
|
|
1
|
|
|
100.0
|
%
|
|
908,739
|
|
|
1.0
|
%
|
|
13.40
|
|
||
2743 Thompson Creek Rd.
|
|
Pomona
|
|
1
|
|
Warehouse / Distribution
|
|
1983
|
|
245,961
|
|
|
2.1
|
%
|
|
1
|
|
|
100.0
|
%
|
|
1,106,825
|
|
|
1.2
|
%
|
|
4.50
|
|
||
280 W. Bonita Ave.
|
|
Pomona
|
|
1
|
|
Warehouse / Distribution
|
|
1983
|
|
119,898
|
|
|
1.0
|
%
|
|
1
|
|
|
100.0
|
%
|
|
546,735
|
|
|
0.6
|
%
|
|
4.56
|
|
||
3880 West Valley Blvd.
|
|
Pomona
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1980
|
|
108,703
|
|
|
0.9
|
%
|
|
1
|
|
|
100.0
|
%
|
|
748,877
|
|
|
0.8
|
%
|
|
6.89
|
|
||
Los Angeles - San Gabriel Valley Total
|
|
|
|
25
|
|
|
|
|
|
1,329,214
|
|
|
11.1
|
%
|
|
122
|
|
|
99.8
|
%
|
|
10,643,523
|
|
|
11.3
|
%
|
|
8.02
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Los Angeles - Central
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
6020 Sheila St.
|
|
Commerce
|
|
1
|
|
Warehouse / Distribution
|
|
2000
|
|
70,877
|
|
|
0.6
|
%
|
|
1
|
|
|
100.0
|
%
|
|
978,103
|
|
|
1.0
|
%
|
|
13.80
|
|
||
6700 S Alameda St.
|
|
Huntington Park
|
|
1
|
|
Warehouse / Distribution
|
|
1990 / 2008
|
|
78,280
|
|
|
0.7
|
%
|
|
1
|
|
|
100.0
|
%
|
|
1,080,264
|
|
|
1.2
|
%
|
|
13.80
|
|
||
679-691 S Anderson St.
(6)
|
|
Los Angeles
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1992
|
|
47,490
|
|
|
0.4
|
%
|
|
1
|
|
|
50.0
|
%
|
|
199,458
|
|
|
0.2
|
%
|
|
8.40
|
|
||
1938-1946 E. 46th St.
|
|
Vernon
|
|
3
|
|
Warehouse / Light Manufacturing
|
|
1961, 1983 / 2008-2010
|
|
190,663
|
|
|
1.6
|
%
|
|
3
|
|
|
100.0
|
%
|
|
1,373,369
|
|
|
1.5
|
%
|
|
7.20
|
|
||
Los Angeles - Central Total
|
|
|
|
6
|
|
|
|
|
|
387,310
|
|
|
3.3
|
%
|
|
6
|
|
|
93.9
|
%
|
|
3,631,194
|
|
|
3.9
|
%
|
|
9.99
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Los Angeles - Mid-Counties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
16221 Arthur St.
|
|
Cerritos
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1979
|
|
61,372
|
|
|
0.5
|
%
|
|
1
|
|
|
100.0
|
%
|
|
342,679
|
|
|
0.4
|
%
|
|
5.58
|
|
||
9220-9268 Hall Rd.
|
|
Downey
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
2008
|
|
176,405
|
|
|
1.5
|
%
|
|
43
|
|
|
100.0
|
%
|
|
1,452,285
|
|
|
1.5
|
%
|
|
8.23
|
|
||
9615 Norwalk Blvd.
(6)
|
|
Santa Fe Springs
|
|
2
|
|
Warehouse / Distribution
|
|
1975
|
|
38,362
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
||
9641 - 9657 Santa Fe Springs Rd.
|
|
Santa Fe Springs
|
|
3
|
|
Warehouse / Distribution
|
|
1982 / 2009
|
|
106,995
|
|
|
0.9
|
%
|
|
4
|
|
|
100.0
|
%
|
|
875,826
|
|
|
0.9
|
%
|
|
8.19
|
|
||
10701-10719 Norwalk Blvd.
|
|
Santa Fe Springs
|
|
2
|
|
Warehouse / Distribution
|
|
2004
|
|
58,056
|
|
|
0.5
|
%
|
|
5
|
|
|
100.0
|
%
|
|
419,478
|
|
|
0.4
|
%
|
|
7.23
|
|
||
10950 Norwalk Blvd & 12241 Lakeland Rd.
|
|
Santa Fe Springs
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1982
|
|
18,995
|
|
|
0.2
|
%
|
|
1
|
|
|
100.0
|
%
|
|
306,000
|
|
|
0.3
|
%
|
|
16.11
|
|
Property Address
|
|
City
|
|
Number of Buildings
|
|
Asset Type
|
|
Year Built / Renovated
(1)
|
|
Rentable Square Feet
|
|
Percentage of Rentable Square Feet
(2)
|
|
Number of Leases
|
|
Occupancy
|
|
Annualized Base Rent
(3)
|
|
Percentage of Total Annualized Base Rent
(4)
|
|
Total Annualized Base Rent per Square Foot
(5)
|
|||||||||
12247 Lakeland Rd.
(6)
|
|
Santa Fe Springs
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1971
|
|
24,875
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
||
12907 Imperial Highway
|
|
Santa Fe Springs
|
|
1
|
|
Warehouse / Distribution
|
|
1997
|
|
101,080
|
|
|
0.8
|
%
|
|
1
|
|
|
100.0
|
%
|
|
667,128
|
|
|
0.7
|
%
|
|
6.60
|
|
||
14944, 14946, 14948 Shoemaker Ave.
|
|
Santa Fe Springs
|
|
3
|
|
Warehouse / Light Manufacturing
|
|
1978 / 2012
|
|
85,950
|
|
|
0.7
|
%
|
|
23
|
|
|
100.0
|
%
|
|
725,083
|
|
|
0.8
|
%
|
|
8.44
|
|
||
12910 East Mulberry Dr.
|
|
Whittier
|
|
1
|
|
Warehouse / Distribution
|
|
1962 / 2009
|
|
153,080
|
|
|
1.3
|
%
|
|
1
|
|
|
100.0
|
%
|
|
826,632
|
|
|
0.9
|
%
|
|
5.40
|
|
||
Los Angeles - Mid-Counties Total
|
|
|
|
16
|
|
|
|
|
|
825,170
|
|
|
6.9
|
%
|
|
79
|
|
|
92.3
|
%
|
|
5,615,111
|
|
|
5.9
|
%
|
|
7.37
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Los Angeles - South Bay
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
1065 E. Walnut Ave.
|
|
Carson
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1974
|
|
172,420
|
|
|
1.4
|
%
|
|
2
|
|
|
100.0
|
%
|
|
1,927,545
|
|
|
2.1
|
%
|
|
11.18
|
|
||
18118-18120 S. Broadway
|
|
Carson
|
|
3
|
|
Warehouse / Distribution
|
|
1957 / 1989
|
|
78,183
|
|
|
0.7
|
%
|
|
5
|
|
|
100.0
|
%
|
|
564,503
|
|
|
0.6
|
%
|
|
7.22
|
|
||
311, 319, 329 & 333 157th St.
|
|
Gardena
|
|
4
|
|
Warehouse / Light Manufacturing
|
|
1960-1971 / 2006-2011
|
|
60,000
|
|
|
0.5
|
%
|
|
7
|
|
|
100.0
|
%
|
|
470,681
|
|
|
0.5
|
%
|
|
7.84
|
|
||
240 W Ivy Avenue
|
|
Inglewood
|
|
1
|
|
Warehouse / Distribution
|
|
1981
|
|
45,685
|
|
|
0.4
|
%
|
|
5
|
|
|
75.3
|
%
|
|
315,419
|
|
|
0.3
|
%
|
|
9.17
|
|
||
6010 Paramount Ave., 2708 Seaboard Lane
|
|
Long Beach
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1981-1982
|
|
16,534
|
|
|
0.1
|
%
|
|
2
|
|
|
100.0
|
%
|
|
141,759
|
|
|
0.1
|
%
|
|
8.57
|
|
||
1661 240th St.
|
|
Los Angeles
|
|
1
|
|
Warehouse / Distribution
|
|
1975 / 1995
|
|
96,616
|
|
|
0.8
|
%
|
|
1
|
|
|
100.0
|
%
|
|
632,912
|
|
|
0.7
|
%
|
|
6.55
|
|
||
11120, 11160, 11200 Hindry Ave
|
|
Los Angeles
|
|
3
|
|
Warehouse / Distribution
|
|
1992 / 1994
|
|
63,654
|
|
|
0.5
|
%
|
|
15
|
|
|
100.0
|
%
|
|
893,848
|
|
|
1.0
|
%
|
|
14.04
|
|
||
2588 & 2605 Industry Way
|
|
Lynwood
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1969 / 1971
|
|
164,662
|
|
|
1.4
|
%
|
|
1
|
|
|
100.0
|
%
|
|
1,294,243
|
|
|
1.4
|
%
|
|
7.86
|
|
||
6423-6431 & 6407-6119 Alondra Blvd.
|
|
Paramount
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1986
|
|
30,224
|
|
|
0.3
|
%
|
|
10
|
|
|
100.0
|
%
|
|
266,110
|
|
|
0.3
|
%
|
|
8.80
|
|
||
7110 Rosecrans Ave.
|
|
Paramount
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1972 / 2015
|
|
73,439
|
|
|
0.6
|
%
|
|
2
|
|
|
100.0
|
%
|
|
547,509
|
|
|
0.6
|
%
|
|
7.46
|
|
||
20920-20950 Normandie Ave.
|
|
Torrance
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1989
|
|
49,519
|
|
|
0.4
|
%
|
|
25
|
|
|
88.3
|
%
|
|
480,581
|
|
|
0.5
|
%
|
|
11.00
|
|
||
24105 Frampton Avenue
(6)
|
|
Torrance
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1974
|
|
49,841
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
||
1500-1510 W. 228th St.
|
|
Torrance
|
|
8
|
|
Warehouse / Light Manufacturing
|
|
1963 / 1968
|
|
88,580
|
|
|
0.7
|
%
|
|
7
|
|
|
91.3
|
%
|
|
557,495
|
|
|
0.6
|
%
|
|
6.89
|
|
||
Los Angeles - South Bay Total
|
|
|
|
30
|
|
|
|
|
|
989,357
|
|
|
8.2
|
%
|
|
82
|
|
|
92.5
|
%
|
|
8,092,604
|
|
|
8.7
|
%
|
|
8.85
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Orange County - North
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
1100-1170 Gilbert St. & 2353-2373 La Palma Ave.
|
|
Anaheim
|
|
6
|
|
Warehouse / Light Manufacturing
|
|
1972 / 1990 / 2013
|
|
120,313
|
|
|
1.0
|
%
|
|
22
|
|
|
100.0
|
%
|
|
1,242,118
|
|
|
1.3
|
%
|
|
10.32
|
|
||
1631 N. Placentia Ave., 2350 - 2384 E. Orangethorpe Ave.
|
|
Anaheim
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1973 / 2007
|
|
62,395
|
|
|
0.5
|
%
|
|
29
|
|
|
92.1
|
%
|
|
712,365
|
|
|
0.8
|
%
|
|
12.40
|
|
||
5235 East Hunter Ave.
|
|
Anaheim
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1987
|
|
119,692
|
|
|
1.0
|
%
|
|
3
|
|
|
100.0
|
%
|
|
873,648
|
|
|
0.9
|
%
|
|
7.30
|
|
||
2300-2386 East Walnut Ave.
|
|
Fullerton
|
|
3
|
|
Warehouse / Distribution
|
|
1985-1986 / 2005
|
|
161,286
|
|
|
1.3
|
%
|
|
14
|
|
|
100.0
|
%
|
|
1,257,444
|
|
|
1.3
|
%
|
|
7.80
|
|
||
1210 N Red Gum St
|
|
Anaheim
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1985
|
|
64,570
|
|
|
0.5
|
%
|
|
1
|
|
|
100.0
|
%
|
|
426,972
|
|
|
0.5
|
%
|
|
6.61
|
|
||
22343-22349 La Palma Ave.
|
|
Yorba Linda
|
|
4
|
|
Warehouse / Light Manufacturing
|
|
1988
|
|
115,760
|
|
|
1.0
|
%
|
|
59
|
|
|
90.3
|
%
|
|
1,256,673
|
|
|
1.3
|
%
|
|
12.03
|
|
||
Orange County - North Total
|
|
|
|
17
|
|
|
|
|
|
644,016
|
|
|
5.3
|
%
|
|
128
|
|
|
97.5
|
%
|
|
5,769,221
|
|
|
6.1
|
%
|
|
9.19
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Orange County - West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
1700 Saturn Way
|
|
Seal Beach
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
2006
|
|
170,865
|
|
|
1.4
|
%
|
|
1
|
|
|
100.0
|
%
|
|
1,408,130
|
|
|
1.5
|
%
|
|
8.24
|
|
||
17311 Nichols Ln.
|
|
Huntington Beach
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1993 / 2014
|
|
114,912
|
|
|
1.0
|
%
|
|
1
|
|
|
100.0
|
%
|
|
854,764
|
|
|
0.9
|
%
|
|
7.44
|
|
||
Orange County - West Total
|
|
|
|
2
|
|
|
|
|
|
285,777
|
|
|
2.4
|
%
|
|
2
|
|
|
100.0
|
%
|
|
2,262,894
|
|
|
2.4
|
%
|
|
7.92
|
|
Property Address
|
|
City
|
|
Number of Buildings
|
|
Asset Type
|
|
Year Built / Renovated
(1)
|
|
Rentable Square Feet
|
|
Percentage of Rentable Square Feet
(2)
|
|
Number of Leases
|
|
Occupancy
|
|
Annualized Base Rent
(3)
|
|
Percentage of Total Annualized Base Rent
(4)
|
|
Total Annualized Base Rent per Square Foot
(5)
|
|||||||||
201 Rice Ave. & 2400-2420 Celsius
|
|
Oxnard
|
|
3
|
|
Warehouse / Distribution
|
|
2008
|
|
137,785
|
|
|
1.2
|
%
|
|
25
|
|
|
100.0
|
%
|
|
1,204,077
|
|
|
1.2
|
%
|
|
8.74
|
|
||
610-760 W Hueneme Rd & 5651-5721 Perkins Rd
|
|
Oxnard
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1985
|
|
86,904
|
|
|
0.7
|
%
|
|
20
|
|
|
95.9
|
%
|
|
805,075
|
|
|
0.9
|
%
|
|
9.66
|
|
||
1800 Eastman Ave
|
|
Oxnard
|
|
1
|
|
Warehouse / Distribution
|
|
2009
|
|
33,332
|
|
|
0.3
|
%
|
|
1
|
|
|
100.0
|
%
|
|
227,213
|
|
|
0.2
|
%
|
|
6.82
|
|
||
2220-2260 Camino del Sol
|
|
Oxnard
|
|
1
|
|
Warehouse / Distribution
|
|
2005
|
|
69,891
|
|
|
0.6
|
%
|
|
2
|
|
|
100.0
|
%
|
|
535,443
|
|
|
0.6
|
%
|
|
7.66
|
|
||
2350-2380 Eastman Ave
|
|
Oxnard
|
|
4
|
|
Warehouse / Distribution
|
|
2003
|
|
55,296
|
|
|
0.5
|
%
|
|
24
|
|
|
89.3
|
%
|
|
507,566
|
|
|
0.5
|
%
|
|
10.28
|
|
||
2360-2364 E. Sturgis Road
|
|
Oxnard
|
|
3
|
|
Warehouse / Distribution
|
|
1989
|
|
49,639
|
|
|
0.4
|
%
|
|
13
|
|
|
81.8
|
%
|
|
330,048
|
|
|
0.4
|
%
|
|
8.13
|
|
||
3000 Paseo Mercado, 3120-3150 Paseo Mercado
|
|
Oxnard
|
|
5
|
|
Warehouse / Distribution
|
|
1988
|
|
132,187
|
|
|
1.1
|
%
|
|
24
|
|
|
95.5
|
%
|
|
1,015,705
|
|
|
1.1
|
%
|
|
8.05
|
|
||
701 Del Norte Blvd.
|
|
Oxnard
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
2000
|
|
125,514
|
|
|
1.0
|
%
|
|
20
|
|
|
100.0
|
%
|
|
1,081,231
|
|
|
1.2
|
%
|
|
8.61
|
|
||
2950 Madera Rd.
|
|
Simi Valley
|
|
1
|
|
Warehouse / Distribution
|
|
1988 / 2005
|
|
136,065
|
|
|
1.1
|
%
|
|
1
|
|
|
100.0
|
%
|
|
816,063
|
|
|
0.9
|
%
|
|
6.00
|
|
||
21-29 West Easy St.
|
|
Simi Valley
|
|
5
|
|
Warehouse / Light Manufacturing
|
|
1991 / 2006
|
|
102,530
|
|
|
0.9
|
%
|
|
13
|
|
|
71.8
|
%
|
|
765,837
|
|
|
0.8
|
%
|
|
10.41
|
|
||
Ventura County Total
|
|
|
|
27
|
|
|
|
|
|
1,144,271
|
|
|
9.6
|
%
|
|
154
|
|
|
95.3
|
%
|
|
9,010,666
|
|
|
9.6
|
%
|
|
8.26
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
San Diego - North County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
6200 & 6300 Yarrow Dr.
|
|
Carlsbad
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1977-1988 / 2006
|
|
151,433
|
|
|
1.3
|
%
|
|
4
|
|
|
92.3
|
%
|
|
1,225,551
|
|
|
1.3
|
%
|
|
8.77
|
|
||
2431-2465 Impala Dr.
|
|
Carlsbad
|
|
7
|
|
Light Manufacturing / Flex
|
|
1983 / 2006
|
|
89,955
|
|
|
0.8
|
%
|
|
9
|
|
|
86.3
|
%
|
|
1,009,195
|
|
|
1.0
|
%
|
|
12.99
|
|
||
6231 & 6241 Yarrow Dr.
|
|
Carlsbad
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1977 / 2006
|
|
80,441
|
|
|
0.7
|
%
|
|
8
|
|
|
100.0
|
%
|
|
753,984
|
|
|
0.8
|
%
|
|
9.37
|
|
||
5803 Newton Dr.
|
|
Carlsbad
|
|
1
|
|
Light Manufacturing / Flex
|
|
1997-1999 / 2009
|
|
71,602
|
|
|
0.6
|
%
|
|
4
|
|
|
75.4
|
%
|
|
537,872
|
|
|
0.6
|
%
|
|
9.96
|
|
||
929, 935, 939 & 951 Poinsettia Ave.
|
|
Vista
|
|
4
|
|
Warehouse / Light Manufacturing
|
|
1989 / 2007
|
|
121,892
|
|
|
1.0
|
%
|
|
14
|
|
|
100.0
|
%
|
|
936,067
|
|
|
1.0
|
%
|
|
7.68
|
|
||
2575 Pioneer Ave.
|
|
Vista
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1988 / 2006
|
|
68,935
|
|
|
0.6
|
%
|
|
8
|
|
|
84.8
|
%
|
|
517,802
|
|
|
0.6
|
%
|
|
8.86
|
|
||
San Diego - North County Total
|
|
|
|
17
|
|
|
|
|
|
584,258
|
|
|
5.0
|
%
|
|
47
|
|
|
91.1
|
%
|
|
4,980,472
|
|
|
5.3
|
%
|
|
9.36
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
San Diego - Central
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
12345 First American Way
|
|
Poway
|
|
1
|
|
Light Manufacturing / Flex
|
|
2002 / 2007
|
|
40,022
|
|
|
0.3
|
%
|
|
2
|
|
|
100.0
|
%
|
|
484,779
|
|
|
0.5
|
%
|
|
12.11
|
|
||
12720-12860 Danielson Ct.
|
|
Poway
|
|
6
|
|
Light Industrial / Office
|
|
1999
|
|
112,062
|
|
|
0.9
|
%
|
|
18
|
|
|
100.0
|
%
|
|
1,099,495
|
|
|
1.2
|
%
|
|
9.81
|
|
||
8902-8940 Activity Rd
|
|
San Diego
|
|
5
|
|
Light Industrial / Office
|
|
1987 / 1997
|
|
112,501
|
|
|
0.9
|
%
|
|
33
|
|
|
98.4
|
%
|
|
1,537,586
|
|
|
1.6
|
%
|
|
13.89
|
|
||
2535 Midway Dr.
(6)
|
|
San Diego
|
|
2
|
|
Warehouse / Distribution
|
|
1972
|
|
373,744
|
|
|
3.1
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
||
6970-7170 & 7310-7374 Convoy Ct.
|
|
San Diego
|
|
13
|
|
Warehouse / Distribution
|
|
1971
|
|
187,763
|
|
|
1.6
|
%
|
|
53
|
|
|
98.0
|
%
|
|
2,600,390
|
|
|
2.8
|
%
|
|
14.13
|
|
||
9340 Cabot Drive
|
|
San Diego
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1975 / 1976
|
|
86,564
|
|
|
0.7
|
%
|
|
3
|
|
|
100.0
|
%
|
|
740,550
|
|
|
0.8
|
%
|
|
8.55
|
|
||
9404 Cabot Drive
|
|
San Diego
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1975 / 1976
|
|
46,846
|
|
|
0.4
|
%
|
|
1
|
|
|
100.0
|
%
|
|
475,056
|
|
|
0.5
|
%
|
|
10.14
|
|
||
9455 Cabot Drive
|
|
San Diego
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1975 / 1976
|
|
96,840
|
|
|
0.8
|
%
|
|
2
|
|
|
100.0
|
%
|
|
803,304
|
|
|
0.9
|
%
|
|
8.30
|
|
||
9755 Distribution Ave.
|
|
San Diego
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1974
|
|
47,666
|
|
|
0.4
|
%
|
|
2
|
|
|
100.0
|
%
|
|
419,745
|
|
|
0.4
|
%
|
|
8.81
|
|
||
9855 Distribution Ave
|
|
San Diego
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1983
|
|
60,819
|
|
|
0.5
|
%
|
|
2
|
|
|
100.0
|
%
|
|
568,575
|
|
|
0.6
|
%
|
|
9.35
|
|
||
10439-10477 Roselle St.
|
|
San Diego
|
|
10
|
|
Warehouse / Light Manufacturing
|
|
1970 / 2007
|
|
97,967
|
|
|
0.8
|
%
|
|
44
|
|
|
93.7
|
%
|
|
1,243,664
|
|
|
1.3
|
%
|
|
13.55
|
|
Property Address
|
|
City
|
|
Number of Buildings
|
|
Asset Type
|
|
Year Built / Renovated
(1)
|
|
Rentable Square Feet
|
|
Percentage of Rentable Square Feet
(2)
|
|
Number of Leases
|
|
Occupancy
|
|
Annualized Base Rent
(3)
|
|
Percentage of Total Annualized Base Rent
(4)
|
|
Total Annualized Base Rent per Square Foot
(5)
|
|||||||||
San Diego - Central Total
|
|
|
|
42
|
|
|
|
|
|
1,262,794
|
|
|
10.4
|
%
|
|
160
|
|
|
69.5
|
%
|
|
9,973,144
|
|
|
10.6
|
%
|
|
11.37
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
San Diego - South County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
131 W. 33rd St.
|
|
National City
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1969 / 2008
|
|
76,701
|
|
|
0.6
|
%
|
|
16
|
|
|
62.6
|
%
|
|
432,190
|
|
|
0.5
|
%
|
|
9.00
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated Portfolio - Total / Weighted Average
|
|
119 Properties
|
|
292
|
|
|
|
|
|
11,955,455
|
|
|
100.0
|
%
|
|
1,285
|
|
|
89.2
|
%
|
|
93,709,739
|
|
|
100.0
|
%
|
|
8.79
|
|
(1)
|
Year renovated reflects the most recent year in which a material upgrade, alteration or addition to building systems was completed, resulting in increased marketability of the property.
|
(2)
|
Calculated as rentable square feet for such property divided rentable square feet for the total consolidated portfolio as of
December 31, 2015
.
|
(3)
|
Calculated as monthly contracted base rent per the terms of the lease(s) at such property, as of
December 31, 2015
, multiplied by 12. Excludes billboard and antenna revenue and rent abatements.
|
(4)
|
Calculated as annualized base rent for such property divided by annualized base rent for the total consolidated portfolio as of
December 31, 2015
.
|
(5)
|
Calculated as annualized base rent for such property divided by leased square feet for such property as of
December 31, 2015
.
|
(6)
|
This property is undergoing repositioning, redevelopment, or lease-up as of
December 31, 2015
, or is expected to be placed under repositioning in 2016.
|
(7)
|
As of
December 31, 2015
, 72,000 of the 133,356 total rentable square feet located at 15140 & 15148 Bledsoe Street is undergoing repositioning.
|
Property Type
|
|
Number of Properties
|
|
Occupancy
(1)
|
|
Rentable Square Feet
|
|
Percentage of Total Rentable Square Feet
|
|
Annualized Base
Rent
(2)
|
|
Percentage of Total Annualized Base
Rent
(3)
|
|
Annualized Base Rent per Square Foot
(4)
|
|||||||||
Warehouse / Light Manufacturing
|
|
67
|
|
|
87.8
|
%
|
|
5,711,294
|
|
|
47.8
|
%
|
|
$
|
44,091
|
|
|
47.1
|
%
|
|
$
|
8.79
|
|
Warehouse / Distribution
|
|
36
|
|
|
89.9
|
%
|
|
4,937,784
|
|
|
41.3
|
%
|
|
$
|
34,887
|
|
|
37.2
|
%
|
|
$
|
7.86
|
|
Light Manufacturing / Flex
|
|
9
|
|
|
91.6
|
%
|
|
800,032
|
|
|
6.7
|
%
|
|
$
|
8,333
|
|
|
8.9
|
%
|
|
$
|
11.37
|
|
Light Industrial / Office
(5)
|
|
7
|
|
|
94.1
|
%
|
|
506,345
|
|
|
4.2
|
%
|
|
$
|
6,399
|
|
|
6.8
|
%
|
|
$
|
13.43
|
|
Total / Weighted Average
|
|
119
|
|
|
89.2
|
%
|
|
11,955,455
|
|
|
100.0
|
%
|
|
$
|
93,710
|
|
|
100.0
|
%
|
|
$
|
8.79
|
|
(1)
|
Calculated as the average occupancy at such properties as of
December 31, 2015
.
|
(2)
|
Calculated for each property as the monthly contracted base rent per the terms of the lease(s) at such property, as of
December 31, 2015
, multiplied by 12, and then aggregated by property type. Excludes billboard and antenna revenue and rent abatements. Amounts in thousands.
|
(3)
|
Calculated for each property type as annualized base rent for such property type divided by annualized base rent for the total consolidated portfolio as of
December 31, 2015
.
|
(4)
|
Calculated for each property type as annualized base rent for such property type divided by leased square feet for such property type as of
December 31, 2015
.
|
(5)
|
Includes two properties (901 West Alameda and 700 Allen) aggregating
83,589
rentable square feet that are classified as Creative Office.
|
Market
|
|
Leased Square Feet Under Uncommenced Leases
|
|
Pro Forma Occupancy
(1)
|
|
Annualized Base Rent Under Uncommenced Leases
(2)
|
|
Total Pro Forma Annualized Base Rent
(3)
|
|
Total Pro Forma Annualized Base Rent per Square Foot
(4)
|
||||||||
Los Angeles County
|
|
5,806
|
|
|
91.5
|
%
|
|
$
|
83
|
|
|
$
|
49,339
|
|
|
$
|
8.78
|
|
San Diego County
|
|
1,818
|
|
|
75.9
|
%
|
|
$
|
22
|
|
|
$
|
15,408
|
|
|
$
|
10.56
|
|
Orange County
|
|
—
|
|
|
86.4
|
%
|
|
$
|
—
|
|
|
$
|
11,302
|
|
|
$
|
8.79
|
|
Ventura County
|
|
3,318
|
|
|
95.6
|
%
|
|
$
|
34
|
|
|
$
|
9,045
|
|
|
$
|
8.27
|
|
San Bernardino County
|
|
1,680
|
|
|
97.1
|
%
|
|
$
|
13
|
|
|
$
|
8,768
|
|
|
$
|
7.19
|
|
Total/Weighted Average
|
|
12,622
|
|
|
89.3
|
%
|
|
$
|
152
|
|
|
$
|
93,862
|
|
|
$
|
8.79
|
|
(1)
|
Pro forma occupancy is calculated as (i) square footage under lease as of
December 31, 2015
plus additional square footage leased pursuant to uncommenced leases as of
December 31, 2015
.
|
(2)
|
Annualized base rent under uncommenced leases is calculated by multiplying the first full month of contractual base rents (before rent abatements) to be received under uncommenced leases, by 12 and then aggregating by market. Amounts in thousands.
|
(3)
|
Total pro forma annualized base rent is calculated by adding annualized base rent as of
December 31, 2015
and annualized base rent under uncommenced leases. Amounts in thousands.
|
(4)
|
Annualized base rent per square foot under uncommenced leases is calculated as (i) annualized rent base under leases entered into as of
December 31, 2015
but that had not commenced as of
December 31, 2015
, divided by (ii) leased square feet under uncommenced leases.
|
Market
|
|
Number of Properties
|
|
Occupancy
(1)
|
|
Rentable Square Feet
|
|
Percentage of Total Rentable Square Feet
|
|
Annualized Base
Rent
(2)
|
|
Percentage of Total Annualized Base Rent
(3)
|
|
Annualized Base Rent per Square Foot
(4)
|
|||||||||
Los Angeles County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Greater San Fernando Valley
|
|
23
|
|
|
86.0
|
%
|
|
2,612,974
|
|
|
21.9
|
%
|
|
$
|
21,274
|
|
|
22.6
|
%
|
|
$
|
9.47
|
|
San Gabriel Valley
|
|
12
|
|
|
99.8
|
%
|
|
1,329,214
|
|
|
11.1
|
%
|
|
$
|
10,644
|
|
|
11.4
|
%
|
|
$
|
8.02
|
|
Central LA
|
|
4
|
|
|
93.9
|
%
|
|
387,310
|
|
|
3.2
|
%
|
|
$
|
3,631
|
|
|
3.9
|
%
|
|
$
|
9.99
|
|
Mid-Counties
|
|
10
|
|
|
92.3
|
%
|
|
825,170
|
|
|
6.9
|
%
|
|
$
|
5,615
|
|
|
6.0
|
%
|
|
$
|
7.37
|
|
South Bay
|
|
13
|
|
|
92.5
|
%
|
|
989,357
|
|
|
8.3
|
%
|
|
$
|
8,093
|
|
|
8.6
|
%
|
|
$
|
8.85
|
|
Subtotal / Weighted Average
|
|
62
|
|
|
91.4
|
%
|
|
6,144,025
|
|
|
51.4
|
%
|
|
$
|
49,257
|
|
|
52.5
|
%
|
|
$
|
8.77
|
|
Orange County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
North Orange County
|
|
6
|
|
|
97.5
|
%
|
|
644,016
|
|
|
5.4
|
%
|
|
$
|
5,769
|
|
|
6.2
|
%
|
|
$
|
9.19
|
|
West Orange County
|
|
2
|
|
|
100.0
|
%
|
|
285,777
|
|
|
2.4
|
%
|
|
$
|
2,263
|
|
|
2.4
|
%
|
|
$
|
7.92
|
|
South Orange County
|
|
1
|
|
|
100.0
|
%
|
|
46,178
|
|
|
0.4
|
%
|
|
$
|
371
|
|
|
0.4
|
%
|
|
$
|
8.04
|
|
OC Airport
|
|
6
|
|
|
63.7
|
%
|
|
511,270
|
|
|
4.2
|
%
|
|
$
|
2,899
|
|
|
3.1
|
%
|
|
$
|
8.90
|
|
Subtotal / Weighted Average
|
|
15
|
|
|
86.4
|
%
|
|
1,487,241
|
|
|
12.4
|
%
|
|
$
|
11,302
|
|
|
12.1
|
%
|
|
$
|
8.79
|
|
San Bernardino County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Inland Empire West
|
|
11
|
|
|
96.7
|
%
|
|
1,170,883
|
|
|
9.8
|
%
|
|
$
|
8,204
|
|
|
8.8
|
%
|
|
$
|
7.24
|
|
Inland Empire East
|
|
2
|
|
|
100.0
|
%
|
|
85,282
|
|
|
0.7
|
%
|
|
$
|
551
|
|
|
0.6
|
%
|
|
$
|
6.46
|
|
Subtotal / Weighted Average
|
|
13
|
|
|
97.0
|
%
|
|
1,256,165
|
|
|
10.5
|
%
|
|
$
|
8,755
|
|
|
9.4
|
%
|
|
$
|
7.19
|
|
Ventura County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Ventura
|
|
11
|
|
|
95.3
|
%
|
|
1,144,271
|
|
|
9.6
|
%
|
|
$
|
9,011
|
|
|
9.6
|
%
|
|
$
|
8.26
|
|
Subtotal / Weighted Average
|
|
11
|
|
|
95.3
|
%
|
|
1,144,271
|
|
|
9.6
|
%
|
|
$
|
9,011
|
|
|
9.6
|
%
|
|
$
|
8.26
|
|
San Diego County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
North County
|
|
6
|
|
|
91.1
|
%
|
|
584,258
|
|
|
4.9
|
%
|
|
$
|
4,980
|
|
|
5.3
|
%
|
|
$
|
9.36
|
|
Central
|
|
11
|
|
|
69.5
|
%
|
|
1,262,794
|
|
|
10.6
|
%
|
|
$
|
9,973
|
|
|
10.6
|
%
|
|
$
|
11.37
|
|
South County
|
|
1
|
|
|
62.6
|
%
|
|
76,701
|
|
|
0.6
|
%
|
|
$
|
432
|
|
|
0.5
|
%
|
|
$
|
9.00
|
|
Subtotal / Weighted Average
|
|
18
|
|
|
75.8
|
%
|
|
1,923,753
|
|
|
16.1
|
%
|
|
$
|
15,385
|
|
|
16.4
|
%
|
|
$
|
10.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated Portfolio - Total / Weighted Average
|
|
119
|
|
|
89.2
|
%
|
|
11,955,455
|
|
|
100.0
|
%
|
|
$
|
93,710
|
|
|
100.0
|
%
|
|
$
|
8.79
|
|
(1)
|
Calculated as the average occupancy at such properties as of
December 31, 2015
.
|
(2)
|
Calculated for each property as monthly contracted base rent per the terms of the lease(s) at such property, as of
December 31, 2015
, multiplied by 12, and then aggregated by market. Excludes billboard and antenna revenue and rent abatements. Amounts in thousands.
|
(3)
|
Calculated as annualized base rent for such market divided by annualized base rent for the total consolidated portfolio as of
December 31, 2015
.
|
(4)
|
Calculated as annualized base rent for such market divided by leased square feet for such market as of
December 31, 2015
.
|
Industry
|
|
Number
of Leases
(1)
|
|
Leased
Square Feet
(2)
|
|
Percentage of
Total Leased
Square Feet
|
|
Annualized
Base
Rent
(3)
|
|
Percentage of
Total Annualized
Base Rent
(4)
|
|
Annualized
Base Rent per
Square
Foot
(5)
|
||||||||
Wholesale/Retail
|
|
145
|
|
|
1,423,638
|
|
|
13.3
|
%
|
|
$
|
11,039
|
|
|
11.9
|
%
|
|
$
|
7.75
|
|
Light Manufacturing
|
|
89
|
|
|
1,103,655
|
|
|
10.3
|
%
|
|
$
|
8,610
|
|
|
9.2
|
%
|
|
$
|
7.80
|
|
Industrial Equipment & Components
|
|
85
|
|
|
1,023,728
|
|
|
9.6
|
%
|
|
$
|
8,381
|
|
|
8.9
|
%
|
|
$
|
8.19
|
|
Warehousing & Storage
|
|
103
|
|
|
1,179,345
|
|
|
11.1
|
%
|
|
$
|
8,124
|
|
|
8.7
|
%
|
|
$
|
6.89
|
|
Food & Beverage
|
|
89
|
|
|
794,096
|
|
|
7.4
|
%
|
|
$
|
7,848
|
|
|
8.4
|
%
|
|
$
|
9.88
|
|
Business Services
|
|
146
|
|
|
530,033
|
|
|
5.0
|
%
|
|
$
|
6,407
|
|
|
6.8
|
%
|
|
$
|
12.09
|
|
Technology & Electronics
|
|
86
|
|
|
605,574
|
|
|
5.7
|
%
|
|
$
|
6,191
|
|
|
6.6
|
%
|
|
$
|
10.22
|
|
Construction
|
|
107
|
|
|
619,306
|
|
|
5.8
|
%
|
|
$
|
5,453
|
|
|
5.8
|
%
|
|
$
|
8.81
|
|
Automotive
|
|
101
|
|
|
574,929
|
|
|
5.4
|
%
|
|
$
|
5,246
|
|
|
5.6
|
%
|
|
$
|
9.12
|
|
Paper & Printing
|
|
26
|
|
|
647,168
|
|
|
6.1
|
%
|
|
$
|
5,189
|
|
|
5.5
|
%
|
|
$
|
8.02
|
|
Healthcare
|
|
73
|
|
|
437,889
|
|
|
4.1
|
%
|
|
$
|
4,169
|
|
|
4.4
|
%
|
|
$
|
9.52
|
|
Logistics & Transportation
|
|
51
|
|
|
454,356
|
|
|
4.3
|
%
|
|
$
|
3,743
|
|
|
4.0
|
%
|
|
$
|
8.24
|
|
Pharmaceuticals
|
|
22
|
|
|
304,586
|
|
|
2.9
|
%
|
|
$
|
3,399
|
|
|
3.6
|
%
|
|
$
|
11.16
|
|
Apparel
|
|
44
|
|
|
377,358
|
|
|
3.5
|
%
|
|
$
|
3,098
|
|
|
3.3
|
%
|
|
$
|
8.21
|
|
Other
|
|
52
|
|
|
258,838
|
|
|
2.4
|
%
|
|
$
|
2,887
|
|
|
3.1
|
%
|
|
$
|
11.15
|
|
Sporting & Recreational Goods
|
|
45
|
|
|
222,123
|
|
|
2.1
|
%
|
|
$
|
2,161
|
|
|
2.3
|
%
|
|
$
|
9.73
|
|
Government
|
|
4
|
|
|
65,923
|
|
|
0.6
|
%
|
|
$
|
1,172
|
|
|
1.3
|
%
|
|
$
|
17.78
|
|
Financial Services
|
|
17
|
|
|
42,786
|
|
|
0.4
|
%
|
|
$
|
593
|
|
|
0.6
|
%
|
|
$
|
13.85
|
|
Total / Weighted Average
|
|
1,285
|
|
|
10,665,331
|
|
|
100.0
|
%
|
|
$
|
93,710
|
|
|
100.0
|
%
|
|
$
|
8.79
|
|
(1)
|
A single lease may cover space in more than one building.
|
(2)
|
Excludes 12,622 leased square feet under signed leases that had not yet commenced as of December 31, 2015.
|
(3)
|
Calculated for each lease as the monthly contracted base rent per the terms of such lease, as of
December 31, 2015
, multiplied by 12, and then aggregated by industry. Excludes billboard and antenna revenue and rent abatements. Amounts in thousands.
|
(4)
|
Calculated as annualized base rent for tenants in such industry divided by annualized base rent for the total consolidated portfolio as of
December 31, 2015
. Amounts in thousands.
|
(5)
|
Calculated as annualized base rent for tenants in such industry divided by leased square feet for tenants in such industry as of
December 31, 2015
.
|
(1)
|
Calculated for each tenant as the monthly contracted base rent per the terms of such tenant’s lease, as of
December 31, 2015
, multiplied by 12. Excludes billboard and antenna revenue and rent abatements. Amounts in thousands.
|
(2)
|
Calculated as annualized base rent for such tenant divided by annualized base rent for the total consolidated portfolio as of
December 31, 2015
.
|
(3)
|
Calculated as annualized base rent for such tenant divided by leased square feet for such tenant as of
December 31, 2015
.
|
(4)
|
Includes (i)
78,280
rentable square feet expiring
September 30, 2025
and (ii)
70,877
rentable square feet expiring
January 31, 2026
.
|
(5)
|
As of
December 31, 2015
, PureTek occupied (i)
76,993
rentable square feet expiring
December 31, 2015
with annualized base rent of approximately $7.26 per square foot and (ii)
112,557
rentable square feet expiring
January 31, 2026
with annualized base rent of approximately $8.44 per square foot.
|
(6)
|
Includes (i)
1,120
rentable square feet expiring
September 30, 2016
, (ii)
12,800
rentable square feet expiring
September 30, 2017
and (iii)
76,000
rentable square feet expiring
October 31, 2020
.
|
Square Feet
|
|
Number of Leases
|
|
Leased Square Feet
(1)
|
|
Percentage of Total Leased Square Feet
|
|
Annualized Base Rent
(2)
|
|
Percentage of Total Annualized Base Rent
(3)
|
|
Annualized Base Rent per Square Foot
(4)
|
||||||||
<4,999
|
|
907
|
|
|
1,895,912
|
|
|
17.8
|
%
|
|
$
|
20,212
|
|
|
21.6
|
%
|
|
$
|
10.66
|
|
5,000 - 9,999
|
|
157
|
|
|
1,089,921
|
|
|
10.2
|
%
|
|
$
|
10,823
|
|
|
11.5
|
%
|
|
$
|
9.93
|
|
10,000 - 24,999
|
|
142
|
|
|
2,216,792
|
|
|
20.8
|
%
|
|
$
|
20,488
|
|
|
21.9
|
%
|
|
$
|
9.24
|
|
25,000 - 49,999
|
|
35
|
|
|
1,229,941
|
|
|
11.5
|
%
|
|
$
|
10,495
|
|
|
11.2
|
%
|
|
$
|
8.53
|
|
>50,000
|
|
44
|
|
|
4,232,765
|
|
|
39.7
|
%
|
|
$
|
31,692
|
|
|
33.8
|
%
|
|
$
|
7.49
|
|
Total / Weighted Average
|
|
1,285
|
|
|
10,665,331
|
|
|
100.0
|
%
|
|
$
|
93,710
|
|
|
100.0
|
%
|
|
$
|
8.79
|
|
(1)
|
Excludes 12,622 leased square feet under signed leases that had not yet commenced as of December 31, 2015.
|
(2)
|
Calculated for each lease as the monthly contracted base rent per the terms of such lease, as of
December 31, 2015
, multiplied by 12, and then aggregated by square feet. Excludes billboard and antenna revenue and rent abatements. Amounts in thousands.
|
(3)
|
Calculated as annualized base rent for such leases divided by annualized base rent for the total consolidated portfolio as of
December 31, 2015
.
|
(4)
|
Calculated as annualized base rent for such leases divided by leased square feet for such leases as of
December 31, 2015
.
|
Year of Lease Expiration
|
|
Number of Leases Expiring
|
|
Total Rentable Square
Feet
(1)
|
|
Percentage of Total Owned Square Feet
|
|
Annualized Base
Rent
(2)
|
|
Percentage of Total Annualized Base Rent
(3)
|
|
Annualized Base Rent per Square Foot
(4)
|
||||||||
MTM Tenants
(5)
|
|
117
|
|
|
247,789
|
|
|
2.1
|
%
|
|
$
|
2,716
|
|
|
2.9
|
%
|
|
$
|
10.96
|
|
Available
(6)
|
|
—
|
|
|
1,290,124
|
|
|
10.8
|
%
|
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
2015
|
|
11
|
|
|
152,349
|
|
|
1.3
|
%
|
|
1,128
|
|
|
1.2
|
%
|
|
$
|
7.40
|
|
|
2016
|
|
417
|
|
|
2,955,395
|
|
|
24.7
|
%
|
|
24,361
|
|
|
26.0
|
%
|
|
$
|
8.24
|
|
|
2017
|
|
362
|
|
|
2,188,195
|
|
|
18.3
|
%
|
|
19,138
|
|
|
20.4
|
%
|
|
$
|
8.75
|
|
|
2018
|
|
227
|
|
|
1,435,427
|
|
|
12.0
|
%
|
|
13,296
|
|
|
14.2
|
%
|
|
$
|
9.26
|
|
|
2019
|
|
59
|
|
|
915,368
|
|
|
7.7
|
%
|
|
7,570
|
|
|
8.1
|
%
|
|
$
|
8.27
|
|
|
2020
|
|
50
|
|
|
1,067,540
|
|
|
8.9
|
%
|
|
9,764
|
|
|
10.4
|
%
|
|
$
|
9.15
|
|
|
2021
|
|
21
|
|
|
487,033
|
|
|
4.1
|
%
|
|
5,231
|
|
|
5.6
|
%
|
|
$
|
10.74
|
|
|
2022
|
|
7
|
|
|
156,065
|
|
|
1.3
|
%
|
|
895
|
|
|
1.0
|
%
|
|
$
|
5.74
|
|
|
2023
|
|
4
|
|
|
106,278
|
|
|
0.9
|
%
|
|
1,284
|
|
|
1.4
|
%
|
|
$
|
12.08
|
|
|
2024
|
|
4
|
|
|
472,125
|
|
|
3.9
|
%
|
|
3,602
|
|
|
3.8
|
%
|
|
$
|
7.63
|
|
|
Thereafter
|
|
6
|
|
|
481,767
|
|
|
4.0
|
%
|
|
4,725
|
|
|
5.0
|
%
|
|
$
|
9.81
|
|
|
Total Consolidated Portfolio
|
|
1,285
|
|
|
11,955,455
|
|
|
100.0
|
%
|
|
$
|
93,710
|
|
|
100.0
|
%
|
|
$
|
8.79
|
|
(1)
|
Represents the contracted square footage upon expiration.
|
(2)
|
Calculated as monthly contracted base rent per the terms of such lease, as of
December 31, 2015
, multiplied by 12. Excludes billboard and antenna revenue and rent abatements. Amounts in thousands.
|
(3)
|
Calculated as annualized base rent set forth in this table divided by annualized base rent for the total portfolio as of
December 31, 2015
.
|
(4)
|
Calculated as annualized base rent for such tenant divided by leased square feet for such tenant as of
December 31, 2015
.
|
(5)
|
Represents tenants under month-to-month (“MTM”) leases or having holdover tenancy. Includes 55 tenants under MTM leases at our property located at 14723-14825 Oxnard Street, where due to number and the small size of spaces, we typically only enter into MTM leases.
|
(6)
|
Represents vacant space as of December 31, 2015.
|
|
|
|
|
|
|
|
|
|
|
Estimated Construction Period
|
|
|
|||||
Property (Submarket)
|
|
Market
|
|
Total Rentable Square Feet
|
|
Vacant Rentable Square Feet
|
|
Acquisition Date
|
|
Start
|
|
Completion
(1)
|
|
Occupancy at
12/31/15 |
|||
Current Repositioning/Lease-up:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2610 & 2701 S. Birch St. (OC Airport)
(2)
|
|
OC
|
|
98,230
|
|
|
98,230
|
|
|
6/5/2014
|
|
2Q-2015
|
|
4Q-2015
|
|
—
|
%
|
1601 Alton Pkwy. (OC Airport)
|
|
OC
|
|
124,000
|
|
|
74,667
|
|
|
6/27/2014
|
|
4Q-2014
|
|
4Q-2016
|
|
39.8
|
%
|
9401 De Soto Ave. (SF Valley)
|
|
LA
|
|
150,263
|
|
|
150,263
|
|
|
3/18/2015
|
|
2Q-2015
|
|
1Q-2016
|
|
—
|
%
|
24105 Frampton Ave. (South Bay)
|
|
LA
|
|
49,841
|
|
|
49,841
|
|
|
3/20/2014
|
|
2Q-2015
|
|
1Q-2016
|
|
—
|
%
|
9615 Norwalk Blvd. (Mid-Counties)
|
|
LA
|
|
38,362
|
|
|
38,362
|
|
|
4/30/2015
|
|
3Q-2015
|
|
2Q-2017
|
|
—
|
%
|
12247 Lakeland Road (Mid-Counties)
|
|
LA
|
|
24,875
|
|
|
24,875
|
|
|
12/16/2015
|
|
1Q-2016
|
|
3Q-2016
|
|
—
|
%
|
2535 Midway Drive Phase I (Central SD)
|
|
SD
|
|
228,824
|
|
|
228,824
|
|
|
10/22/2015
|
|
4Q-2015
|
|
1Q-2017
|
|
—
|
%
|
2535 Midway Drive Phase II (Central SD)
|
|
SD
|
|
144,920
|
|
|
144,920
|
|
|
10/22/2015
|
|
4Q-2017
|
|
1Q-2018
|
|
—
|
%
|
Total/Weighted Average
|
|
|
|
859,315
|
|
|
809,982
|
|
|
|
|
|
|
|
|
5.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Repositioning Space:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
15140 & 15148 Bledsoe St. (SF Valley)
|
|
LA
|
|
133,356
|
|
|
72,000
|
|
|
|
|
1Q-2015
|
|
1Q-2016
|
|
46.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Future Repositioning:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
679-691 S. Anderson St. (Central LA)
|
|
LA
|
|
47,490
|
|
|
23,745
|
|
|
11/24/2014
|
|
1Q-2016
|
|
2Q-2016
|
|
50.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Current and Future Repositioning and Lease-up
|
|
|
|
1,040,161
|
|
|
905,727
|
|
|
|
|
|
|
|
|
12.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Completed Repositioning:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
7110 Rosecrans Ave. (South Bay)
|
|
LA
|
|
73,439
|
|
|
—
|
|
|
1/15/2014
|
|
3Q-2014
|
|
1Q-2015
|
|
100.0
|
%
|
7900 Nelson Rd. (SF Valley)
(3)
|
|
LA
|
|
202,905
|
|
|
—
|
|
|
11/25/2014
|
|
1Q-2015
|
|
1Q-2016
|
|
100.0
|
%
|
605 8th Street (SF Valley)
(3)
|
|
LA
|
|
55,715
|
|
|
—
|
|
|
8/26/2014
|
|
4Q-2014
|
|
1Q-2016
|
|
100.0
|
%
|
|
|
|
|
332,059
|
|
|
—
|
|
|
|
|
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The estimated construction completion period is subject to change as a result of a number of factors including but not limited to permit requirements, delays in construction, changes in scope, and other unforeseen circumstances.
|
(2)
|
The repositioning of 2610 & 2701 S. Birch was completed during 4Q-2015 and as of
December 31, 2015
is in lease-up.
|
(3)
|
As of December 31, 2015, we have substantially completed the repositioning of 7900 Nelson Road and 605 8th Street and have fully leased both buildings. The remaining construction work, which primarily consists of completing exterior improvements, is estimated to be completed in 1Q-2016.
|
|
|
The Year Ended December 31,
|
|||||||||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||||
|
|
Cost
(1)
|
|
Square Feet
|
|
PSF
(2)
|
|
Cost
(1)
|
|
Square Feet
|
|
PSF
(2)
|
|
Cost
(1)
|
|
Square Feet
|
|
PSF
(2)
|
|||||||||||||||
Tenant Improvements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
New Leases - First Generation
(3)(4)
|
|
$
|
736
|
|
|
516,605
|
|
|
$
|
1.42
|
|
|
$
|
547
|
|
|
272,523
|
|
|
$
|
2.01
|
|
|
$
|
455
|
|
|
397,036
|
|
|
$
|
1.15
|
|
New Leases - Second Generation
(3)(5)
|
|
1,509
|
|
|
893,499
|
|
|
1.69
|
|
|
1,303
|
|
|
679,558
|
|
|
1.92
|
|
|
245
|
|
|
221,601
|
|
|
1.11
|
|
||||||
Renewal Leases
|
|
190
|
|
|
209,910
|
|
|
0.91
|
|
|
419
|
|
|
568,956
|
|
|
0.74
|
|
|
168
|
|
|
234,019
|
|
|
0.72
|
|
||||||
Total Tenant Improvements
|
|
$
|
2,435
|
|
|
1,620,014
|
|
|
$
|
1.50
|
|
|
$
|
2,269
|
|
|
1,521,037
|
|
|
$
|
1.49
|
|
|
$
|
868
|
|
|
852,656
|
|
|
$
|
1.02
|
|
Leasing Commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
New Leases - First Generation
(3)(4)
|
|
$
|
1,538
|
|
|
868,335
|
|
|
$
|
1.77
|
|
|
$
|
597
|
|
|
426,427
|
|
|
$
|
1.40
|
|
|
$
|
678
|
|
|
393,293
|
|
|
$
|
1.72
|
|
New Leases - Second Generation
(3)(5)
|
|
1,108
|
|
|
890,044
|
|
|
1.24
|
|
|
767
|
|
|
704,126
|
|
|
1.09
|
|
|
328
|
|
|
324,734
|
|
|
1.01
|
|
||||||
Renewal Leases
|
|
255
|
|
|
579,677
|
|
|
0.44
|
|
|
674
|
|
|
671,935
|
|
|
1.00
|
|
|
352
|
|
|
469,010
|
|
|
0.75
|
|
||||||
Total Leasing Commissions
|
|
$
|
2,901
|
|
|
2,338,056
|
|
|
$
|
1.24
|
|
|
$
|
2,038
|
|
|
1,802,488
|
|
|
$
|
1.13
|
|
|
$
|
1,358
|
|
|
1,187,037
|
|
|
$
|
1.14
|
|
Total Tenant Improvements & Leasing Commissions
|
|
$
|
5,336
|
|
|
3,958,070
|
|
|
$
|
2.74
|
|
|
$
|
4,307
|
|
|
3,323,525
|
|
|
$
|
2.62
|
|
|
$
|
2,226
|
|
|
2,039,693
|
|
|
$
|
2.16
|
|
(1)
|
Cost is reported in thousands. Costs of tenant improvements include contractual tenant allowances and costs necessary to prepare a space for occupancy by a new tenant.
|
(2)
|
Per Square foot (“PSF”) amounts calculated by dividing the aggregate tenant improvement and/or leasing commission cost by the aggregate square footage of the leases in which we incurred such costs, excluding new/renewal leases in which there were no tenant improvements and/or leasing commissions.
|
(3)
|
New leases represent all leases other than renewal leases.
|
(4)
|
Tenant improvements and leasing commissions related to our initial leasing of vacant space in acquired properties or leasing of a space that has been vacant for more than 12 months, are considered first generation costs.
|
(5)
|
Tenant improvements and leasing commissions related to leasing of a space that has been previously occupied by a tenant during the prior 12 months, are considered second generation costs.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||||
|
Cost
(1)
|
|
Square
Feet
(2)
|
|
PSF
(4)
|
|
Cost
(1)
|
|
Square
Feet
(2)
|
|
PSF
(4)
|
|
Cost
(1)
|
|
Square
Feet
(3)
|
|
PSF
(4)
|
|||||||||||||||
Non-Recurring Capital Expenditures
(4)
|
$
|
14,472
|
|
|
6,118,145
|
|
|
$
|
2.37
|
|
|
$
|
9,053
|
|
|
4,575,916
|
|
|
$
|
1.98
|
|
|
$
|
1,708
|
|
|
5,434,314
|
|
|
$
|
0.31
|
|
Recurring Capital Expenditures
(5)
|
3,530
|
|
|
10,710,780
|
|
|
$
|
0.33
|
|
|
2,387
|
|
|
7,621,459
|
|
|
$
|
0.31
|
|
|
869
|
|
|
5,434,314
|
|
|
$
|
0.16
|
|
|||
Total Capital Expenditures
|
$
|
18,002
|
|
|
|
|
|
|
$
|
11,440
|
|
|
|
|
|
|
$
|
2,577
|
|
|
|
|
|
(1)
|
Cost is reported in thousands.
|
(2)
|
For non-recurring capital expenditures, reflects the aggregate square footage of the properties in which we incurred such capital expenditures. For recurring capital expenditures, reflects the weighted average square footage of our consolidated portfolio for the period.
|
(3)
|
Square footage based on the average of the last four quarters.
|
(4)
|
PSF amounts calculated by dividing the aggregate annualized capital expenditure costs by the square footage as defined in (2) and (3) above.
|
(5)
|
Non-recurring capital expenditures are expenditures made in respect of a property for improvement to the appearance of such property or any other major upgrade or renovation of such property, and further includes capital expenditures for seismic upgrades, or capital expenditures for deferred maintenance existing at the time such property was acquired.
|
(6)
|
Recurring capital expenditures are expenditures made in respect of a property for maintenance of such property and replacement of items due to ordinary wear and tear including, but not limited to, expenditures made for maintenance or replacement of parking lot, roofing materials, mechanical systems, HVAC systems and other structural systems.
|
|
|
Range
|
|
|
||||||||
Period
|
|
High
|
|
Low
|
|
Cash Dividend per Common Share
|
||||||
2015:
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
16.69
|
|
|
$
|
15.52
|
|
|
$
|
0.120
|
|
Second Quarter
|
|
$
|
16.08
|
|
|
$
|
14.48
|
|
|
$
|
0.120
|
|
Third Quarter
|
|
$
|
15.10
|
|
|
$
|
12.69
|
|
|
$
|
0.135
|
|
Fourth Quarter
|
|
$
|
16.66
|
|
|
$
|
13.92
|
|
|
$
|
0.135
|
|
2014:
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
14.75
|
|
|
$
|
12.83
|
|
|
$
|
0.120
|
|
Second Quarter
|
|
$
|
14.50
|
|
|
$
|
13.98
|
|
|
$
|
0.120
|
|
Third Quarter
|
|
$
|
14.87
|
|
|
$
|
13.59
|
|
|
$
|
0.120
|
|
Fourth Quarter
|
|
$
|
16.00
|
|
|
$
|
13.66
|
|
|
$
|
0.120
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or approximate dollar value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||
October 1, 2015 to October 31, 2015
(1)
|
|
2,784
|
|
|
$
|
15.28
|
|
|
N/A
|
|
N/A
|
November 1, 2015 to November 30, 2015
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
December 1, 2015 to December 31, 2015
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
|
|
2,784
|
|
|
$
|
15.28
|
|
|
N/A
|
|
N/A
|
(1)
|
In October 2015, these shares were tendered by certain of our employees to satisfy minimum statutory tax withholding obligations related to the vesting of restricted shares.
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial Realty, Inc. Predecessor
|
||||||||||||||||||||
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period from
July 24, 2013 to December 31, 2013 |
|
Period from
January 1, 2013 to July 23, 2013 |
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||||||||
|
(in thousands, except for share and per share data)
|
||||||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenues from continuing operations
|
$
|
93,900
|
|
|
$
|
66,581
|
|
|
$
|
21,618
|
|
|
$
|
22,747
|
|
|
$
|
32,994
|
|
|
$
|
27,739
|
|
Net income (loss) from continuing operations
|
$
|
1,950
|
|
|
$
|
(1,170
|
)
|
|
$
|
(1,002
|
)
|
|
$
|
(8,194
|
)
|
|
$
|
(8,314
|
)
|
|
$
|
(7,434
|
)
|
Net income (loss)
|
$
|
1,950
|
|
|
$
|
976
|
|
|
$
|
(711
|
)
|
|
$
|
(4,281
|
)
|
|
$
|
(8,957
|
)
|
|
$
|
(6,337
|
)
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares outstanding - basic and diluted
|
54,024,923
|
|
|
31,953,506
|
|
|
24,925,226
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) from continuing operations available to common stockholders
|
$
|
0.03
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) available to common stockholders
|
$
|
0.03
|
|
|
$
|
0.02
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
||||||
Dividends declared per common share
|
$
|
0.51
|
|
|
$
|
0.48
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
||||||
Balance Sheet Data (End of Period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total real estate held for investment, before accumulated depreciation
|
$
|
1,188,766
|
|
|
$
|
930,462
|
|
|
$
|
540,623
|
|
|
|
|
$
|
368,978
|
|
|
$
|
344,728
|
|
||
Total real estate held for investment, after accumulated depreciation
|
$
|
1,085,143
|
|
|
$
|
853,578
|
|
|
$
|
481,673
|
|
|
|
|
$
|
313,608
|
|
|
$
|
298,797
|
|
||
Total assets
(1)
|
$
|
1,153,251
|
|
|
$
|
932,185
|
|
|
$
|
554,236
|
|
|
|
|
$
|
419,114
|
|
|
$
|
381,976
|
|
||
Notes payable
(1)
|
$
|
418,154
|
|
|
$
|
356,362
|
|
|
$
|
192,008
|
|
|
|
|
$
|
294,037
|
|
|
$
|
282,106
|
|
||
Total liabilities
(1)
|
$
|
459,507
|
|
|
$
|
386,308
|
|
|
$
|
212,467
|
|
|
|
|
$
|
322,866
|
|
|
$
|
314,295
|
|
||
Total equity
|
$
|
693,744
|
|
|
$
|
545,877
|
|
|
$
|
341,769
|
|
|
|
|
$
|
96,248
|
|
|
$
|
67,681
|
|
||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Funds from operations
(2)
|
$
|
43,844
|
|
|
$
|
27,970
|
|
|
$
|
8,316
|
|
|
$
|
4,307
|
|
|
$
|
4,614
|
|
|
$
|
1,973
|
|
Cash flow provided by operating activities
|
$
|
40,508
|
|
|
$
|
24,504
|
|
|
$
|
8,912
|
|
|
$
|
4,593
|
|
|
$
|
1,080
|
|
|
$
|
(3,349
|
)
|
Cash flow used in investing activities
|
$
|
(236,774
|
)
|
|
$
|
(380,581
|
)
|
|
$
|
(81,719
|
)
|
|
$
|
(46,616
|
)
|
|
$
|
(23,778
|
)
|
|
$
|
(42,303
|
)
|
Cash flow provided by (used in) financing activities
|
$
|
192,861
|
|
|
$
|
355,686
|
|
|
$
|
81,804
|
|
|
$
|
(1,476
|
)
|
|
$
|
45,269
|
|
|
$
|
51,569
|
|
Total number of in-service properties
|
119
|
|
|
98
|
|
|
68
|
|
|
61
|
|
|
60
|
|
|
53
|
|
(1)
|
During 2015, we adopted ASU 2015-03, Interest - Imputation of Interest, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a reduction from the carrying value of the debt liability. As a result, we reclassified net debt issuance costs from an asset to a reduction in the carrying amount of our notes payable as of December 31, 2014. Prior period amounts within this table have been reclassified to conform to the current year presentation. For additional details, see Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included in this report.
|
(2)
|
See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Funds From Operations,” in this Annual Report on Form 10-K for a reconciliation to net income (loss) available to common stockholders and a discussion of why we believe FFO is a useful supplemental measure of operating performance, ways in which investors might use FFO when assessing our financial performance, and FFO’s limitations as a measurement tool.
|
•
|
During 2015, we acquired
21
properties, aggregating
2.1 million
square feet, for an aggregate cost of
$248 million
, of which
10
properties aggregating
1.2 million
square feet were considered value-add acquisitions.
|
•
|
During 2015, we completed value-add repositioning at three of our properties located at 7110 Rosecrans Avenue, 605 8th Street and 7900 Nelson Road. As of December 31, 2015, these properties were fully stabilized with returns above original anticipated rates. Additionally, we completed repositioning at a fourth property located at 2610 & 2701 Birch Street that is currently in lease-up.
|
•
|
During 2015, we obtained an investment grade rating of BBB- from Fitch Ratings on our unsecured revolving credit facility, unsecured term loan facility and unsecured guaranteed senior notes.
|
•
|
In August 2015, we completed a private placement of $100 million of 10-year senior notes at a fixed interest rate of 4.29%.
|
•
|
In August 2015, we used proceeds from the private placement to prepay a $42.75 million secured term loan maturing in 2016 and a $48.5 million secured term loan maturing in 2017.
|
•
|
In February 2015, we completed a public follow-on offering of 11,500,000 shares of our common stock, including the underwriters exercise in full of its option to purchase an additional 1,500,000 shares of our common stock), at an offering price of $16.00 per share, for net proceeds of
$176.2 million
.
|
|
|
New Leases
|
|||||||||||||||||
Quarter
|
|
Number of Leases
|
|
Rentable Square Feet
|
|
Weighted Average
Lease Term
(in years)
|
|
Effective Rent Per Square Foot
(1)
|
|
Cash
Rent
Change
(2)(4)
|
|
GAAP
Rent
Change
(3)(4)
|
|||||||
Q1-2015
|
|
72
|
|
|
458,301
|
|
|
4.7
|
|
|
$
|
8.78
|
|
|
5.7
|
%
|
|
15.1
|
%
|
Q2-2015
|
|
57
|
|
|
283,695
|
|
|
3.8
|
|
|
$
|
9.60
|
|
|
7.1
|
%
|
|
14.4
|
%
|
Q3-2015
|
|
38
|
|
|
216,499
|
|
|
4.0
|
|
|
$
|
9.36
|
|
|
5.0
|
%
|
|
18.0
|
%
|
Q4-2015
|
|
61
|
|
|
343,876
|
|
|
4.8
|
|
|
$
|
9.82
|
|
|
9.5
|
%
|
|
17.6
|
%
|
Total/Weighted Average
|
|
228
|
|
|
1,302,371
|
|
|
4.4
|
|
|
$
|
9.33
|
|
|
6.9
|
%
|
|
16.1
|
%
|
|
|
Renewals
|
|
Expiring Leases
|
|
Retention %
|
||||||||||||||||||||||
Quarter
|
|
Number of Leases
|
|
Rentable Square Feet
|
|
Weighted Average
Lease Term
(in years)
|
|
Effective Rent Per Square Foot
(1)
|
|
Cash
Rent
Change
(2)(5)
|
|
GAAP
Rent
Change
(3)(5)
|
|
Number of Leases
|
|
Rentable Square Feet
|
|
Rentable Square Feet
|
||||||||||
Q1-2015
|
|
69
|
|
|
319,849
|
|
|
2.3
|
|
|
$
|
9.46
|
|
|
3.9
|
%
|
|
10.2
|
%
|
|
120
|
|
|
625,534
|
|
|
51.1
|
%
|
Q2-2015
|
|
85
|
|
|
442,019
|
|
|
2.0
|
|
|
$
|
8.65
|
|
|
6.9
|
%
|
|
15.9
|
%
|
|
130
|
|
|
857,483
|
|
|
51.5
|
%
|
Q3-2015
|
|
69
|
|
|
323,085
|
|
|
2.5
|
|
|
$
|
8.74
|
|
|
5.6
|
%
|
|
15.5
|
%
|
|
110
|
|
|
455,677
|
|
|
70.9
|
%
|
Q4-2015
|
|
58
|
|
|
237,935
|
|
|
3.0
|
|
|
$
|
10.23
|
|
|
4.3
|
%
|
|
9.8
|
%
|
|
101
|
|
|
378,694
|
|
|
62.8
|
%
|
Total/Weighted Average
|
|
281
|
|
|
1,322,888
|
|
|
2.4
|
|
|
$
|
9.15
|
|
|
5.4
|
%
|
|
13.3
|
%
|
|
461
|
|
|
2,317,388
|
|
|
57.1
|
%
|
(1)
|
Effective rent per square foot is the average base rent calculated in accordance with GAAP, over the term of the lease, expressed in dollars per square foot per year.
|
(2)
|
Calculated as the change between cash rents for new or renewal leases and the expiring cash rents on the expiring leases for the same space.
|
(3)
|
Calculated as the change between GAAP rents for new or renewal leases and the expiring GAAP rents on the expiring leases for the same space.
|
(4)
|
Change in cash and GAAP rent spreads for new leases executed during 2015 excludes (i) 42 leases aggregating 472,784 rentable square feet for which space was vacant when the property was acquired and (ii) 55 leases aggregating 336,909 rentable square feet for which there were either no prior comparable leases due to different lease structures (for example a change from a gross lease to a modified gross lease or a change in the leased square footage), the space was vacant longer than one year or the lease term was shorter than six months.
|
(5)
|
Change in cash and GAAP rent spreads for renewal leases executed during 2015 excludes 34 leases aggregating 244,561 rentable square feet for which there were either no prior comparable leases due to different lease structures or the lease term was shorter than six months.
|
|
|
Same Properties Portfolio
|
|
Total Portfolio
|
||||||||||||||||||||||||||
|
|
Year Ended December 31,
|
|
Increase/
(Decrease)
|
|
%
Change
|
|
Year Ended December 31,
|
|
Increase/
(Decrease)
|
|
%
Change
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
|
|
||||||||||||||||||
|
|
($ in thousands)
|
||||||||||||||||||||||||||||
RENTAL REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Rental revenues
|
|
$
|
48,545
|
|
|
$
|
46,423
|
|
|
$
|
2,122
|
|
|
4.6
|
%
|
|
$
|
81,114
|
|
|
$
|
56,636
|
|
|
$
|
24,478
|
|
|
43.2
|
%
|
Tenant reimbursements
|
|
5,976
|
|
|
6,106
|
|
|
(130
|
)
|
|
(2.1
|
)%
|
|
10,479
|
|
|
7,661
|
|
|
2,818
|
|
|
36.8
|
%
|
||||||
Other income
|
|
600
|
|
|
282
|
|
|
318
|
|
|
112.8
|
%
|
|
1,013
|
|
|
307
|
|
|
706
|
|
|
230.0
|
%
|
||||||
TOTAL RENTAL REVENUES
|
|
55,121
|
|
|
52,811
|
|
|
2,310
|
|
|
4.4
|
%
|
|
92,606
|
|
|
64,604
|
|
|
28,002
|
|
|
43.3
|
%
|
||||||
Management, leasing and development services
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
584
|
|
|
860
|
|
|
(276
|
)
|
|
(32.1
|
)%
|
||||||
Interest income
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
(100.0
|
)%
|
|
710
|
|
|
1,117
|
|
|
(407
|
)
|
|
(36.4
|
)%
|
||||||
TOTAL REVENUES
|
|
55,121
|
|
|
52,812
|
|
|
2,309
|
|
|
4.4
|
%
|
|
93,900
|
|
|
66,581
|
|
|
27,319
|
|
|
41.0
|
%
|
||||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Property expenses
|
|
14,950
|
|
|
15,162
|
|
|
(212
|
)
|
|
(1.4
|
)%
|
|
25,000
|
|
|
18,382
|
|
|
6,618
|
|
|
36.0
|
%
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
15,016
|
|
|
12,144
|
|
|
2,872
|
|
|
23.6
|
%
|
||||||
Depreciation and amortization
|
|
18,343
|
|
|
21,103
|
|
|
(2,760
|
)
|
|
(13.1
|
)%
|
|
41,837
|
|
|
28,608
|
|
|
13,229
|
|
|
46.2
|
%
|
||||||
TOTAL OPERATING EXPENSES
|
|
33,293
|
|
|
36,265
|
|
|
(2,972
|
)
|
|
(8.2
|
)%
|
|
81,853
|
|
|
59,134
|
|
|
22,719
|
|
|
38.4
|
%
|
||||||
OTHER EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquisition expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
2,136
|
|
|
2,038
|
|
|
98
|
|
|
4.8
|
%
|
||||||
Interest expense
|
|
549
|
|
|
1,062
|
|
|
(513
|
)
|
|
(48.3
|
)%
|
|
8,453
|
|
|
6,400
|
|
|
2,053
|
|
|
32.1
|
%
|
||||||
TOTAL OTHER EXPENSE
|
|
549
|
|
|
1,062
|
|
|
(513
|
)
|
|
(48.3
|
)%
|
|
10,589
|
|
|
8,438
|
|
|
2,151
|
|
|
25.5
|
%
|
||||||
TOTAL EXPENSES
|
|
33,842
|
|
|
37,327
|
|
|
(3,485
|
)
|
|
(9.3
|
)%
|
|
92,442
|
|
|
67,572
|
|
|
24,870
|
|
|
36.8
|
%
|
||||||
Equity in income (loss) of unconsolidated real estate entities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
93
|
|
|
(29
|
)
|
|
122
|
|
|
|
||||||||
Gain from early repayment of note receivable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
581
|
|
|
—
|
|
|
581
|
|
|
|
||||||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(182
|
)
|
|
—
|
|
|
(182
|
)
|
|
|
||||||||
Loss on sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(150
|
)
|
|
150
|
|
|
|
||||||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS
|
|
21,279
|
|
|
15,485
|
|
|
5,794
|
|
|
|
|
1,950
|
|
|
(1,170
|
)
|
|
3,120
|
|
|
|
||||||||
DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income from discontinued operations before gain on sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
21
|
|
|
(21
|
)
|
|
|
||||||||
Gain on sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
2,125
|
|
|
(2,125
|
)
|
|
|
||||||||
INCOME FROM DISCONTINUED OPERATIONS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
2,146
|
|
|
(2,146
|
)
|
|
|
||||||||
NET INCOME
|
|
$
|
21,279
|
|
|
$
|
15,485
|
|
|
$
|
5,794
|
|
|
|
|
$
|
1,950
|
|
|
$
|
976
|
|
|
$
|
974
|
|
|
|
|
|
Same Properties Portfolio
|
|
Total Portfolio
|
||||||||||||||||||||||||||
|
|
Year Ended December 31,
|
|
Increase/
(Decrease)
|
|
% Change
|
|
Year Ended December 31,
|
|
Increase/
(Decrease)
|
|
% Change
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
|
|
2014
|
|
2013
|
|
|
||||||||||||||||||
|
|
($ in thousands)
|
||||||||||||||||||||||||||||
RENTAL REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Rental revenues
|
|
$
|
33,156
|
|
|
$
|
31,796
|
|
|
$
|
1,360
|
|
|
4.3
|
%
|
|
$
|
56,636
|
|
|
$
|
37,655
|
|
|
$
|
18,981
|
|
|
50.4
|
%
|
Tenant reimbursements
|
|
3,720
|
|
|
3,355
|
|
|
365
|
|
|
10.9
|
%
|
|
7,661
|
|
|
4,373
|
|
|
3,288
|
|
|
75.2
|
%
|
||||||
Other income
|
|
262
|
|
|
234
|
|
|
28
|
|
|
12.0
|
%
|
|
307
|
|
|
280
|
|
|
27
|
|
|
9.6
|
%
|
||||||
TOTAL RENTAL REVENUES
|
|
37,138
|
|
|
35,385
|
|
|
1,753
|
|
|
5.0
|
%
|
|
64,604
|
|
|
42,308
|
|
|
22,296
|
|
|
52.7
|
%
|
||||||
Management, leasing and development services
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
860
|
|
|
978
|
|
|
(118
|
)
|
|
(12.1
|
)%
|
||||||
Interest income
|
|
1,118
|
|
|
1,016
|
|
|
102
|
|
|
10.0
|
%
|
|
1,117
|
|
|
1,079
|
|
|
38
|
|
|
3.5
|
%
|
||||||
TOTAL REVENUES
|
|
38,256
|
|
|
36,401
|
|
|
1,855
|
|
|
5.1
|
%
|
|
66,581
|
|
|
44,365
|
|
|
22,216
|
|
|
50.1
|
%
|
||||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Property expenses
|
|
10,326
|
|
|
9,807
|
|
|
519
|
|
|
5.3
|
%
|
|
18,382
|
|
|
12,320
|
|
|
6,062
|
|
|
49.2
|
%
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
12,144
|
|
|
9,747
|
|
|
2,397
|
|
|
24.6
|
%
|
||||||
Depreciation and amortization
|
|
13,299
|
|
|
12,566
|
|
|
733
|
|
|
5.8
|
%
|
|
28,608
|
|
|
15,708
|
|
|
12,900
|
|
|
82.1
|
%
|
||||||
TOTAL OPERATING EXPENSES
|
|
23,625
|
|
|
22,373
|
|
|
1,252
|
|
|
5.6
|
%
|
|
59,134
|
|
|
37,775
|
|
|
21,359
|
|
|
56.5
|
%
|
||||||
OTHER (INCOME) EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquisition expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
2,038
|
|
|
1,264
|
|
|
774
|
|
|
61.2
|
%
|
||||||
Interest expense
|
|
161
|
|
|
9,193
|
|
|
(9,032
|
)
|
|
(98.2
|
)%
|
|
6,400
|
|
|
11,158
|
|
|
(4,758
|
)
|
|
(42.6
|
)%
|
||||||
Gain on mark-to-market interest rate swaps
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(49
|
)
|
|
49
|
|
|
(100.0
|
)%
|
||||||
TOTAL OTHER EXPENSE
|
|
161
|
|
|
9,193
|
|
|
(9,032
|
)
|
|
(98.2
|
)%
|
|
8,438
|
|
|
12,373
|
|
|
(3,935
|
)
|
|
(31.8
|
)%
|
||||||
TOTAL EXPENSES
|
|
23,786
|
|
|
31,566
|
|
|
(7,780
|
)
|
|
(24.6
|
)%
|
|
67,572
|
|
|
50,148
|
|
|
17,424
|
|
|
34.7
|
%
|
||||||
Equity in (loss) income of unconsolidated real estate entities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(29
|
)
|
|
(823
|
)
|
|
794
|
|
|
|
||||||||
Gain from early repayment of note receivable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
1,365
|
|
|
(1,365
|
)
|
|
|
||||||||
Loss on extinguishment of debt
|
|
—
|
|
|
(3,451
|
)
|
|
3,451
|
|
|
|
|
—
|
|
|
(3,955
|
)
|
|
3,955
|
|
|
|
||||||||
Loss on sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(150
|
)
|
|
—
|
|
|
(150
|
)
|
|
|
||||||||
NET LOSS FROM CONTINUING OPERATIONS
|
|
14,470
|
|
|
1,384
|
|
|
13,086
|
|
|
|
|
(1,170
|
)
|
|
(9,196
|
)
|
|
8,026
|
|
|
|
||||||||
DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) from discontinued operations before gain on sale of real estate and loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
21
|
|
|
(518
|
)
|
|
539
|
|
|
|
||||||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(267
|
)
|
|
267
|
|
|
|
||||||||
Gain on sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
2,125
|
|
|
4,989
|
|
|
(2,864
|
)
|
|
|
||||||||
INCOME FROM DISCONTINUED OPERATIONS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
2,146
|
|
|
4,204
|
|
|
(2,058
|
)
|
|
|
||||||||
NET INCOME (LOSS)
|
|
$
|
14,470
|
|
|
$
|
1,384
|
|
|
$
|
13,086
|
|
|
|
|
$
|
976
|
|
|
$
|
(4,992
|
)
|
|
$
|
5,968
|
|
|
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial
Realty, Inc. Predecessor |
||||||||||||
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period From July 24, 2013 to December 31, 2013
|
|
Period From January 1, 2013 to July 23, 2013
|
||||||||
Funds From Operations (FFO)
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
1,950
|
|
|
$
|
976
|
|
|
$
|
(711
|
)
|
|
$
|
(4,281
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization, including amounts in discontinued operations
|
41,837
|
|
|
28,615
|
|
|
8,778
|
|
|
7,798
|
|
||||
Depreciation and amortization from unconsolidated joint ventures and tenants in common
(1)
|
57
|
|
|
357
|
|
|
249
|
|
|
720
|
|
||||
Impairment write-downs of depreciable real estate - unconsolidated joint ventures and tenants in common
|
—
|
|
|
—
|
|
|
—
|
|
|
837
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
4,222
|
|
||||
Loss on sale of real estate
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
||||
Deduct:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on sale of real estate, including amounts in discontinued operations
|
—
|
|
|
(2,125
|
)
|
|
—
|
|
|
(4,989
|
)
|
||||
Gain on sale of real estate from unconsolidated joint venture
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||
Funds from operations
|
$
|
43,844
|
|
|
$
|
27,970
|
|
|
$
|
8,316
|
|
|
$
|
4,307
|
|
(1)
|
Amount represents our 15% ownership of the Mission Oaks unconsolidated joint venture for the years ended December 31, 2015 and 2014 and for the period from July 24, 2013 to December 31, 2013, and our 15% ownership of the Mission Oaks unconsolidated joint venture and 70% tenant-in-common interest in La Jolla Sorrento for the period from January 1, 2013 to July 23, 2013.
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial
Realty, Inc. Predecessor |
||||||||||||
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period From July 24, 2013 to December 31, 2013
|
|
Period From January 1, 2013 to July 23, 2013
|
||||||||
Rental income
|
$
|
81,114
|
|
|
$
|
56,636
|
|
|
$
|
18,449
|
|
|
$
|
19,206
|
|
Tenant reimbursements
|
10,479
|
|
|
7,661
|
|
|
2,161
|
|
|
2,212
|
|
||||
Other income
|
1,013
|
|
|
307
|
|
|
93
|
|
|
187
|
|
||||
Total operating revenues
|
92,606
|
|
|
64,604
|
|
|
20,703
|
|
|
21,605
|
|
||||
Property expenses
|
25,000
|
|
|
18,382
|
|
|
6,396
|
|
|
5,924
|
|
||||
Net Operating Income
|
$
|
67,606
|
|
|
$
|
46,222
|
|
|
$
|
14,307
|
|
|
$
|
15,681
|
|
Fair value lease revenue
|
202
|
|
|
420
|
|
|
185
|
|
|
239
|
|
||||
Straight line rent adjustment
|
(3,425
|
)
|
|
(1,400
|
)
|
|
(498
|
)
|
|
(124
|
)
|
||||
Cash Net Operating Income
|
$
|
64,383
|
|
|
$
|
45,242
|
|
|
$
|
13,994
|
|
|
$
|
15,796
|
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial
Realty, Inc. Predecessor |
||||||||||||
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period From July 24, 2013 to December 31, 2013
|
|
Period From January 1, 2013 to July 23, 2013
|
||||||||
Net income (loss)
|
$
|
1,950
|
|
|
$
|
976
|
|
|
$
|
(711
|
)
|
|
$
|
(4,281
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative
|
15,016
|
|
|
12,144
|
|
|
5,327
|
|
|
4,420
|
|
||||
Depreciation and amortization
|
41,837
|
|
|
28,608
|
|
|
8,686
|
|
|
7,022
|
|
||||
Acquisitions expense
|
2,136
|
|
|
2,038
|
|
|
540
|
|
|
724
|
|
||||
Interest expense
|
8,453
|
|
|
6,400
|
|
|
1,763
|
|
|
9,395
|
|
||||
Gain on mark-to-market interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
||||
Loss on sale of real estate
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
||||
Loss on extinguishment of debt
|
182
|
|
|
—
|
|
|
—
|
|
|
4,222
|
|
||||
Deduct:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management, leasing and development services
|
584
|
|
|
860
|
|
|
534
|
|
|
444
|
|
||||
Interest income
|
710
|
|
|
1,117
|
|
|
381
|
|
|
698
|
|
||||
Equity in income (loss) from unconsolidated real estate entities
|
93
|
|
|
(29
|
)
|
|
92
|
|
|
(915
|
)
|
||||
Gain from early repayment of note receivable
|
581
|
|
|
—
|
|
|
—
|
|
|
1,365
|
|
||||
Income (loss) from discontinued operations before gain on sale of real estate and loss on extinguishment of debt
|
—
|
|
|
21
|
|
|
291
|
|
|
(809
|
)
|
||||
Gain on sale of real estate
|
—
|
|
|
2,125
|
|
|
—
|
|
|
4,989
|
|
||||
Net Operating Income
|
$
|
67,606
|
|
|
$
|
46,222
|
|
|
$
|
14,307
|
|
|
$
|
15,681
|
|
Fair value lease revenue
|
202
|
|
|
420
|
|
|
185
|
|
|
239
|
|
||||
Straight line rent adjustment
|
(3,425
|
)
|
|
(1,400
|
)
|
|
(498
|
)
|
|
(124
|
)
|
||||
Cash Net Operating Income
|
$
|
64,383
|
|
|
$
|
45,242
|
|
|
$
|
13,994
|
|
|
$
|
15,796
|
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial
Realty, Inc. Predecessor |
||||||||||||
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period From July 24, 2013 to December 31, 2013
|
|
Period From January 1, 2013 to July 23, 2013
|
||||||||
Net income (loss)
|
$
|
1,950
|
|
|
$
|
976
|
|
|
$
|
(711
|
)
|
|
$
|
(4,281
|
)
|
Interest expense, including amounts in discontinued operations
|
8,453
|
|
|
6,400
|
|
|
1,763
|
|
|
9,720
|
|
||||
Proportionate share of interest expense from unconsolidated joint ventures
|
—
|
|
|
170
|
|
|
74
|
|
|
94
|
|
||||
Depreciation and amortization, including amounts in discontinued operations
|
41,837
|
|
|
28,615
|
|
|
8,778
|
|
|
7,798
|
|
||||
Proportionate share of real estate related depreciation and amortization from unconsolidated joint ventures and tenant in common
(1)
|
57
|
|
|
357
|
|
|
249
|
|
|
720
|
|
||||
EBITDA
|
$
|
52,297
|
|
|
$
|
36,518
|
|
|
$
|
10,153
|
|
|
$
|
14,051
|
|
(1)
|
Amount represents our 15% ownership of the Mission Oaks unconsolidated joint venture for the years ended December 31, 2015 and 2014 and for the period from July 24, 2013 to December 31, 2013, and our 15% ownership of the Mission Oaks unconsolidated joint venture and 70% tenant-in-common interest in La Jolla Sorrento for the period from January 1, 2013 to July 23, 2013.
|
•
|
A maximum secured recourse debt covenant was added, which replaced the maximum recourse debt covenant in the Credit Facility;
|
•
|
The cross default threshold for defaults in other material indebtedness was increased from $20 million to $80 million with respect to recourse debt and from $50 million to $150 million with respect to non-recourse debt; and
|
•
|
The default threshold for judgments was increased from $20 million to $40 million.
|
|
Payments by Period
|
||||||||||||||||||||||||||
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||||
Principal payments and debt maturities
|
$
|
418,698
|
|
|
$
|
396
|
|
|
$
|
430
|
|
|
$
|
145,880
|
|
|
$
|
169,533
|
|
|
$
|
166
|
|
|
$
|
102,293
|
|
Interest payments - fixed rate debt
|
46,314
|
|
|
5,163
|
|
|
5,179
|
|
|
4,959
|
|
|
4,491
|
|
|
4,412
|
|
|
22,110
|
|
|||||||
Interest payments - variable rate debt
(1)
|
16,770
|
|
|
5,508
|
|
|
5,508
|
|
|
4,171
|
|
|
1,583
|
|
|
—
|
|
|
—
|
|
|||||||
Interest rate swap payments
(2)
|
7,061
|
|
|
2,273
|
|
|
2,361
|
|
|
2,312
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|||||||
Office lease payments
|
1,959
|
|
|
520
|
|
|
543
|
|
|
559
|
|
|
337
|
|
|
—
|
|
|
—
|
|
|||||||
Ground lease payments
|
6,684
|
|
|
144
|
|
|
144
|
|
|
144
|
|
|
144
|
|
|
144
|
|
|
5,964
|
|
|||||||
Contractual obligations
(3)
|
5,443
|
|
|
5,443
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
502,929
|
|
|
$
|
19,447
|
|
|
$
|
14,165
|
|
|
$
|
158,025
|
|
|
$
|
176,203
|
|
|
$
|
4,722
|
|
|
$
|
130,367
|
|
(1)
|
Based on the 1-month LIBOR rate of
0.4295%
, as of
December 31, 2015
.
|
(2)
|
Reflects the estimated payments to counterparties assuming that the 1-month LIBOR rate is equal to
0.4295%
from the effective date through the maturity date of each respective interest rate swap.
|
(3)
|
Includes total commitments for tenant improvement and construction work related to obligations under certain tenant leases and vendor contracts. We anticipate these obligations to be paid as incurred in 2016 and 2017, however, as the timing of these obligations is subject to a number of factors, for purposes of this table, we have included the full amount under “2016.”
|
|
|
Maturity Date
|
|
Stated
Interest Rate
|
|
Effective
Interest Rate
(1)
|
|
Principal Balance
(in thousands)
(2)
|
|
Maturity Date of Effective Swaps
|
|
|||
Secured Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Term Loan
|
|
8/1/2019
(3)
|
|
LIBOR + 1.90%
|
|
3.818
|
%
|
(4)
|
$
|
60,000
|
|
|
2/15/2019
|
|
Gilbert/La Palma
|
|
3/1/2031
|
|
5.125%
|
|
5.125
|
%
|
|
3,044
|
|
|
—
|
|
|
12907 Imperial Highway
|
|
4/1/2018
|
|
5.950%
|
|
5.950
|
%
|
|
5,299
|
|
|
—
|
|
|
1065 Walnut Street
|
|
2/1/2019
|
|
4.550%
|
|
4.550
|
%
|
|
9,855
|
|
|
—
|
|
|
Unsecured Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Term Loan Facility
|
|
6/11/2019
|
|
LIBOR +1.25%
(5)
|
|
3.040
|
%
|
(6)
|
50,000
|
|
|
12/14/2018
|
|
|
Term Loan Facility
|
|
6/11/2019
|
|
LIBOR +1.25%
(5)
|
|
1.680
|
%
|
(7)
|
50,000
|
|
|
—
|
|
|
Revolver
(8)
|
|
6/11/2018
(3)
|
|
LIBOR +1.30%
(5)
|
|
1.730
|
%
|
|
140,500
|
|
|
—
|
|
|
Guaranteed Senior Notes
|
|
8/6/2025
|
|
4.290%
|
|
4.290
|
%
|
|
100,000
|
|
|
—
|
|
|
Total Debt:
|
|
|
|
|
|
2.935
|
%
|
|
$
|
418,698
|
|
|
|
|
(1)
|
Includes the effect of interest rate swaps that were effective as of
December 31, 2015
. Assumes a 1-month LIBOR rate of
0.4295%
as of
December 31, 2015
, as applicable. Excludes the effect of amortization of deferred loan fees, discounts/premiums and the unused commitment fee on the Revolver.
|
(2)
|
Excludes unamortized deferred loan fees and net debt premiums aggregating
$0.5 million
as of
December 31, 2015
.
|
(3)
|
One additional one-year extension is available, if certain conditions are satisfied.
|
(4)
|
As of
December 31, 2015
, this $60 million term loan has been effectively fixed at 3.818% through the use of two interest rate swaps as follows: (i) $30 million at 3.726% with an effective date of January 15, 2015 and (ii) $30 million at 3.91% with an effective date of July 15, 2015.
|
(5)
|
The applicable LIBOR margin will range from 1.30% to 1.90% for the Revolver and 1.25% to 1.85% for the Term Loan Facility, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value. This ratio is measured on a quarterly basis. As a result, the effective interest rate will fluctuate from period to period.
|
(6)
|
As of
December 31, 2015
, $50 million of this $100 million term loan has been effectively fixed at 3.040% through the use of an interest rate swap with an effective date of August 14, 2015.
|
(7)
|
As of
December 31, 2015
, we have an executed forward interest rate swap that will effectively fix $50 million of this $100 million term loan at 2.005% plus the applicable Term Loan Facility LIBOR margin from February 16, 2016 to December 14, 2018.
|
(8)
|
The Revolver is subject to an unused commitment fee, which is calculated as 0.30% or 0.20% of the daily-unused commitment if the balance is under $100 million or over $100 million, respectively.
|
|
|
Average Term Remaining
(in years)
|
|
Stated
Interest Rate
|
|
Effective
Interest Rate
(1)
|
|
Principal Balance
(in thousands)
(2)
|
|
% of Total
|
||
Fixed vs. Variable:
|
|
|
|
|
|
|
|
|
|
|
||
Fixed
|
|
6.3
|
|
3.95%
|
|
3.95%
|
|
$
|
228,198
|
|
|
55%
|
Variable
|
|
2.7
|
|
LIBOR + 1.29%
|
|
1.72%
|
|
$
|
190,500
|
|
|
45%
|
Secured vs. Unsecured:
|
|
|
|
|
|
|
|
|
|
|
||
Secured
|
|
3.9
|
|
--
|
|
4.11%
|
|
$
|
78,198
|
|
|
19%
|
Unsecured
|
|
4.8
|
|
--
|
|
2.67%
|
|
$
|
340,500
|
|
|
81%
|
(1)
|
Includes the effect of interest rate swaps that were effective as of
December 31, 2015
. Excludes the effect of amortization of deferred loan fees, discounts/premiums and the unused commitment fee on the Revolver. Assumes a 1-month LIBOR rate of
0.4295%
as of
December 31, 2015
, as applicable.
|
(2)
|
Excludes unamortized deferred loan fees and net debt premiums aggregating $0.5 million as of
December 31, 2015
.
|
•
|
Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
|
•
|
Maintaining a ratio of secured debt to total asset value of not more than 45%;
|
•
|
Maintaining a ratio of total secured recourse debt to total asset value of not more than 15%;
|
•
|
Maintaining a minimum tangible net worth of at least the sum of (i) $283,622,250, and (ii) an amount equal to at least 75% of the net equity proceeds received by our company after March 31, 2014;
|
•
|
Maintaining a ratio of adjusted EBITDA (as defined in the credit agreement) to fixed charges of at least 1.50 to 1.0;
|
•
|
Maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%;
|
•
|
Maintaining a ratio of unencumbered NOI (as defined in the credit agreement) to unsecured interest expense of at least 1.75 to 1.0.
|
•
|
Maintaining a Debt Service Coverage Ratio (as defined in the tern loan agreement) of at least 1.10 to 1.00, to be tested quarterly;
|
•
|
Maintaining Unencumbered Liquid Assets (as defined in the term loan agreement) of not less than (i) $5,000,000, or (ii) $8,000,000 if we elect to have Line of Credit Availability (as defined in the term loan agreement) included in the calculation, of which $2,000,000 must be cash or cash equivalents, to be tested annually as of December 31 of each year;
|
•
|
Maintaining a minimum Fair Market Net Worth (as defined in the term loan agreement) of at least $75,000,000, to be tested annually as of December 31 of each year.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Cash provided by operating activities
|
$
|
40,508
|
|
|
$
|
24,504
|
|
|
$
|
16,004
|
|
Cash used in investing activities
|
$
|
(236,774
|
)
|
|
$
|
(380,581
|
)
|
|
$
|
143,807
|
|
Cash provided by financing activities
|
$
|
192,861
|
|
|
$
|
355,686
|
|
|
$
|
(162,825
|
)
|
|
Year Ended December 31,
|
|
|
||||||||
|
2014
|
|
2013
|
|
Change
|
||||||
Cash provided by operating activities
|
$
|
24,504
|
|
|
$
|
13,505
|
|
|
$
|
10,999
|
|
Cash used in investing activities
|
$
|
(380,581
|
)
|
|
$
|
(128,335
|
)
|
|
$
|
(252,246
|
)
|
Cash provided by financing activities
|
$
|
355,686
|
|
|
$
|
80,328
|
|
|
$
|
275,358
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
2.1
|
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Rexford Industrial Fund I, LLC
|
|
10-Q
|
|
001-36008
|
|
2.1
|
|
9/3/2013
|
2.2
|
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Rexford Industrial Fund II, LLC
|
|
10-Q
|
|
001-36008
|
|
2.2
|
|
9/3/2013
|
2.3
|
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Rexford Industrial Fund III, LLC
|
|
10-Q
|
|
001-36008
|
|
2.3
|
|
9/3/2013
|
2.4
|
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Rexford Industrial Fund IV, LLC
|
|
10-Q
|
|
001-36008
|
|
2.4
|
|
9/3/2013
|
2.5
|
|
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc. and Rexford Industrial Fund V REIT, LLC
|
|
10-Q
|
|
001-36008
|
|
2.5
|
|
9/3/2013
|
2.6
|
|
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Rexford Industrial Fund V, LP
|
|
10-Q
|
|
001-36008
|
|
2.6
|
|
9/3/2013
|
2.7
|
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Allan Ziman, as Special Trustee of the Declaration of Trust of Jeanette Rubin trust, dated August 16, 1978, as amended
|
|
10-Q
|
|
001-36008
|
|
2.7
|
|
9/3/2013
|
2.8
|
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and the Contributors named therein
|
|
10-Q
|
|
001-36008
|
|
2.8
|
|
9/3/2013
|
2.9
|
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Christopher Baer
|
|
10-Q
|
|
001-36008
|
|
2.9
|
|
9/3/2013
|
2.10
|
|
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Rexford Industrial Merger Sub LLC, and Rexford Industrial, LLC
|
|
10-Q
|
|
001-36008
|
|
2.10
|
|
9/3/2013
|
2.11
|
|
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Rexford Fund V Manager Merger Sub LLC, and Rexford Fund V Manager LLC
|
|
10-Q
|
|
001-36008
|
|
2.11
|
|
9/3/2013
|
2.12
|
|
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Rexford Sponsor V Merger Sub LLC, and Rexford Sponsor V LLC
|
|
10-Q
|
|
001-36008
|
|
2.12
|
|
9/3/2013
|
2.13
|
|
Representation, Warranty and Indemnity Agreement by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Richard Ziman, Howard Schwimmer and Michael S. Frankel
|
|
10-Q
|
|
001-36008
|
|
2.13
|
|
9/3/2013
|
2.14
|
|
Indemnity Escrow Agreement, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc., acting in the capacity of escrow agent, Richard Ziman, Howard Schwimmer and Michael S. Frankel
|
|
10-Q
|
|
001-36008
|
|
2.14
|
|
9/3/2013
|
2.15
|
|
Agreement of Purchase and Sale and Joint Escrow Instructions, dated as of May 19, 2014, among Westcore Cabot, L.P., a Delaware limited partnership, and Westcore Distribution, LLC, Westcore Distribution II, LLC, Westcore Hunter, LLC, Westcore Salt Lake Avenue, LLC, Westcore Valley, LLC, and Westcore Alton, LLC (all Delaware limited liability companies) and Rexford Industrial Realty, L.P., as amended on May 27, 2014, May 30, 2014, June 4, 2014, June 13, 2014 and June 24, 2014
|
|
8-K
|
|
001-36008
|
|
2.10
|
|
7/2/2014
|
2.16
|
|
Purchase and Sale Agreement by and between LBA/PPF Industrial – Mason, LLC., as Seller, and Rexford Industrial Realty, L.P., as Buyer, for 9120 Mason Avenue and 20355 Corisco Street, Chatsworth, California Dated as of August 18, 2014
|
|
8-K
|
|
001-36008
|
|
2.10
|
|
9/15/2014
|
2.17
|
|
Agreement of Purchase and Sale and Joint Escrow Instructions By and Between Laro Properties, L.P., as Seller, and Rexford Industrial Realty, L.P., a Maryland limited partnership, as Purchaser, for 12907 Imperial Hwy, Santa Fe Springs, California, 10509 Business Drive, Fontana, California, 13231 Slover Avenue, Fontana, California, Dated as of November 4, 2014, and as amended on November 26, 2014
|
|
8-K
|
|
001-36008
|
|
2.10
|
|
1/27/2015
|
3.1
|
|
Articles of Amendment and Restatement of Rexford Industrial Realty, Inc.
|
|
S-11/A
|
|
333-188806
|
|
3.1
|
|
7/15/2013
|
3.2
|
|
Amended and Restated Bylaws of Rexford Industrial Realty, Inc.
|
|
S-11/A
|
|
333-188806
|
|
3.2
|
|
7/15/2013
|
4.1
|
|
Form of Certificate of Common Stock of Rexford Industrial Realty, Inc.
|
|
S-11/A
|
|
333-188806
|
|
4.1
|
|
7/15/2013
|
10.1
|
|
Second Amended and Restated Agreement of Limited Partnership of Rexford Industrial Realty, L.P.
|
|
8-K
|
|
001-36008
|
|
10.1
|
|
12/21/2015
|
10.2
|
|
Registration Rights Agreement among Rexford Industrial Realty, Inc. and the persons named therein
|
|
10-Q
|
|
001-36008
|
|
10.2
|
|
9/3/2013
|
10.3†
|
|
Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P., 2013 Incentive Award Plan
|
|
10-Q
|
|
001-36008
|
|
10.3
|
|
9/3/2013
|
10.4†
|
|
Form of Restricted Stock Award Agreement under 2013 Incentive Award Plan
|
|
S-11/A
|
|
333-188806
|
|
10.4
|
|
7/15/2013
|
10.5
|
|
Form of Indemnification Agreement between Rexford Industrial Realty, Inc. and its directors and officers
|
|
S-11/A
|
|
333-188806
|
|
10.5
|
|
7/9/2013
|
10.6
|
|
Tax Matters Agreement by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and each partner set forth in Schedule I, Schedule II and Schedule III thereto
|
|
10-Q
|
|
001-36008
|
|
10.6
|
|
9/3/2013
|
10.7
|
|
Guaranty Agreement by and among the guarantors identified on Exhibit A thereto and Rexford Industrial Realty, L.P. in favor of a to be named lender
|
|
10-Q
|
|
001-36008
|
|
10.7
|
|
9/3/2013
|
10.8†
|
|
Employment Agreement between Michael S. Frankel, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
|
|
10-Q
|
|
001-36008
|
|
10.8
|
|
9/3/2013
|
10.9†
|
|
Employment Agreement between Howard Schwimmer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
|
|
10-Q
|
|
001-36008
|
|
10.9
|
|
9/3/2013
|
10.10†
|
|
Employment Agreement, effective as of November 25, 2014, between Adeel Khan, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
|
|
8-K
|
|
001-36008
|
|
10.1
|
|
12/2/2014
|
10.11†
|
|
Rexford Industrial Realty, Inc. Non-Employee Director Compensation Program
|
|
10-K
|
|
001-36008
|
|
10.11
|
|
3/9/2015
|
10.12†
|
|
Form of Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. Time-Based LTIP Unit Agreement
|
|
8-K
|
|
001-36008
|
|
10.2
|
|
12/21/2015
|
10.13†
|
|
Form of Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. OPP Performance Unit Agreement
|
|
8-K
|
|
001-36008
|
|
10.3
|
|
12/21/2015
|
10.14
|
|
Credit Agreement among Rexford Industrial Realty, L.P., as Borrower, Rexford Industrial Realty, Inc., as Parent, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The Other Lenders Party Thereto, Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Co-Syndication Agents and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner
|
|
10-Q
|
|
001-36008
|
|
10.11
|
|
9/3/2013
|
10.15
|
|
Term Loan Agreement among RIF I—Don Julian, LLC, RIF I—Lewis Road, LLC, RIF I—Walnut, LLC, RIF I—Oxnard, LLC, RIF II—Kaiser, LLC, RIF III—Irwindale, LLC and Rexford Business Center—Fullerton, LLC, collectively as Borrower, and Bank of America, N.A., as Lender
|
|
10-Q
|
|
001-36008
|
|
10.12
|
|
9/3/2013
|
10.16
|
|
The Loan Assumption Agreement dated as of November 8, 2013 between Gilbert LaPalma Properties, LLC, and Rexford Industrial-Gilbert LaPalma, LLC, and American Security Insurance Company, as Lender
|
|
10-K
|
|
001-36008
|
|
10.20
|
|
3/20/2014
|
10.17
|
|
Amended and Restated Credit Agreement, dated as of June 11, 2014, among the Rexford Industrial Realty Inc., Rexford Industrial Realty, L.P., Bank of America, N.A., as administrative agent, swing line lender, and letter of credit issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets, Inc. as Joint Lead Arrangers and Joint Bookrunners and the other parties named therein
|
|
8-K
|
|
001-36008
|
|
10.1
|
|
6/13/2014
|
10.18
|
|
Loan and Security Agreement, dated as of June 24, 2014, by and among Rexford Industrial – SDLAOC, LLC, as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders referenced therein, and J.P. Morgan Securities, LLC, as Sole Bookrunner and Sole Lead Arranger.
|
|
8-K
|
|
001-36008
|
|
10.1
|
|
6/30/2014
|
10.19
|
|
Modification and Loan Assumption Agreement, dated January 24, 2014, by and among RIF I—Don Julian, LLC, RIF I—Lewis Road, LLC, RIF I—Oxnard, LLC, RIF I—Walnut, LLC, REXFORD BUSINESS CENTER—FULLERTON, LLC, RIF II—Kaiser, LLC, RIF III—Irwindale, LLC and REXFORD INDUSTRIAL—MADERA INDUSTRIAL, LLC collectively as Borrower, and Bank of America, N.A., as Lender.
|
|
8-K
|
|
001-36008
|
|
10.1
|
|
8/12/2014
|
10.20
|
|
Reaffirmation of Guaranty, dated January 24, 2014 by Rexford Industrial Realty, Inc.
|
|
8-K
|
|
001-36008
|
|
10.2
|
|
8/12/2014
|
10.21
|
|
Note Purchase and Guarantee Agreement, dated as of July 16, 2015 among the Rexford Industrial Realty L.P., Rexford Industrial Realty, Inc. and the purchasers named therein.
|
|
8-K
|
|
001-36008
|
|
10.2
|
|
7/20/2015
|
10.22
|
|
First Amendment to Amended and Restated Credit Agreement, dated as of July 15, 2015, by and among Rexford Industrial Realty L.P., Rexford Industrial Realty, Inc., the Lenders named therein and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer
|
|
8-K
|
|
001-36008
|
|
10.2
|
|
7/20/2015
|
10.23
|
|
The Assumption Agreement dated as of January 21, 2015 between Laro Properties L.P., and Rexford Industrial-Imperial Highway, LLC, and The Lincoln National Life Insurance Company, as Lender
|
|
10-Q
|
|
001-36008
|
|
10.1
|
|
5/11/2015
|
10.24*
|
|
Assumption Agreement dated as of December 11, 2015 between Walnut Venture, LLC, as Borrower, Rexford Industrial-1065 Walnut LLC, as Purchaser, the individual Guarantors named therein, Rexford Industrial Realty, Inc., as New Guarantor and The Bank of New York Mellon Trust Company, N.A., in its capacity as directed trustee for Washington Capital Joint Master Trust Mortgage Income Fund, as Lender.
|
|
|
|
|
|
|
|
|
10.25*
|
|
Promissory Note dated January 14, 2014 between Walnut Venture, LLC (predecessor in interest to Rexford Industrial - 1065 Walnut LLC), as Borrower, and Washington Capital Joint Master Trust Mortgage Income Fund, as Lender.
|
|
|
|
|
|
|
|
|
10.26*
|
|
Deed of Trust, Assignment of Rents and Leases, Security Agreement and UCC Financing Statement dated as of January 14, 2014 between Walnut Venture, LLC (predecessor in interest to Rexford Industrial - 1065 Walnut LLC), as Borrower, for the benefit of Washington Capital Joint Master Trust Mortgage Income Fund, as Lender.
|
|
|
|
|
|
|
|
|
10.27
|
|
Equity Distribution Agreement, dated April 17, 2015, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Wells Fargo Securities, LLC
|
|
8-K
|
|
001-36008
|
|
1.1
|
|
4/17/2015
|
10.28
|
|
Equity Distribution Agreement, dated April 17, 2015, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
|
8-K
|
|
001-36008
|
|
1.2
|
|
4/17/2015
|
10.29
|
|
Equity Distribution Agreement, dated April 17, 2015, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Citigroup Global Markets Inc.
|
|
8-K
|
|
001-36008
|
|
1.3
|
|
4/17/2015
|
10.30
|
|
Equity Distribution Agreement, dated April 17, 2015, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and J.P. Morgan Securities LLC
|
|
8-K
|
|
001-36008
|
|
1.4
|
|
4/17/2015
|
12.1*
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
|
|
|
|
21.1*
|
|
List of Subsidiaries of the Company
|
|
|
|
|
|
|
|
|
23.1*
|
|
Consent of Ernst & Young LLP
|
|
|
|
|
|
|
|
|
24.1*
|
|
Power of Attorney (included on the signature page of this Form 10-K)
|
|
|
|
|
|
|
|
|
31.1*
|
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
31.2*
|
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
31.3*
|
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
32.1*
|
|
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
32.2*
|
|
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
32.3*
|
|
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
101.1*
|
|
The following financial information from Rexford Industrial Realty, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated and Combined Statements of Operations, (iii) Consolidated and Combined Statements of Comprehensive Income, (iv) Consolidated and Combined Statements of Changes in Equity, (iv) Consolidated and Combined Statements of Cash Flows and (v) the Notes to Consolidated and Combined Financial Statements
|
|
|
|
|
|
|
|
|
*
|
Filed herein
|
**
|
Furnished herein
|
†
|
Compensatory plan or arrangement
|
|
|
Rexford Industrial Realty, Inc.
|
February 24, 2016
|
|
/s/ Michael S. Frankel
|
|
|
Michael S. Frankel
|
|
|
Co-Chief Executive Officer (Principal Executive Officer)
|
|
|
|
February 24, 2016
|
|
/s/ Howard Schwimmer
|
|
|
Howard Schwimmer
|
|
|
Co-Chief Executive Officer (Principal Executive Officer)
|
|
|
|
February 24, 2016
|
|
/s/ Adeel Khan
|
|
|
Adeel Khan
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Michael S. Frankel
|
|
Co- Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 24, 2016
|
Michael S. Frankel
|
|
|
|
|
|
|
|
|
|
/s/ Howard Schwimmer
|
|
Co- Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 24, 2016
|
Howard Schwimmer
|
|
|
|
|
|
|
|
|
|
/s/ Adeel Khan
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
February 24, 2016
|
Adeel Khan
|
|
|
|
|
|
|
|
|
|
/s/ Richard Ziman
|
|
Chairman of the Board
|
|
February 24, 2016
|
Richard Ziman
|
|
|
|
|
|
|
|
|
|
/s/ Robert L. Antin
|
|
Director
|
|
February 24, 2016
|
Robert L. Antin
|
|
|
|
|
|
|
|
|
|
/s/ Steven C. Good
|
|
Director
|
|
February 24, 2016
|
Steven C. Good
|
|
|
|
|
|
|
|
|
|
/s/ Peter Schwab
|
|
Director
|
|
February 24, 2016
|
Peter Schwab
|
|
|
|
|
|
|
|
|
|
/s/ Tyler H. Rose
|
|
Director
|
|
February 24, 2016
|
Tyler H. Rose
|
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
ASSETS
|
|
|
|
||||
Land
|
$
|
492,704
|
|
|
$
|
368,033
|
|
Buildings and improvements
|
650,075
|
|
|
530,191
|
|
||
Tenant improvements
|
28,977
|
|
|
21,404
|
|
||
Furniture, fixtures, and equipment
|
188
|
|
|
188
|
|
||
Construction in progress
|
16,822
|
|
|
10,646
|
|
||
Total real estate held for investment
|
1,188,766
|
|
|
930,462
|
|
||
Accumulated depreciation
|
(103,623
|
)
|
|
(76,884
|
)
|
||
Investments in real estate, net
|
1,085,143
|
|
|
853,578
|
|
||
Cash and cash equivalents
|
5,201
|
|
|
8,606
|
|
||
Notes receivable
|
—
|
|
|
13,137
|
|
||
Rents and other receivables, net
|
3,040
|
|
|
1,812
|
|
||
Deferred rent receivable, net
|
7,827
|
|
|
5,165
|
|
||
Deferred leasing costs, net
|
5,331
|
|
|
3,608
|
|
||
Deferred loan costs, net
|
1,445
|
|
|
2,045
|
|
||
Acquired lease intangible assets, net
|
30,383
|
|
|
28,136
|
|
||
Acquired indefinite-lived intangible
|
5,271
|
|
|
5,271
|
|
||
Other assets
|
5,523
|
|
|
4,699
|
|
||
Acquisition related deposits
|
—
|
|
|
2,110
|
|
||
Investment in unconsolidated real estate entities
|
4,087
|
|
|
4,018
|
|
||
Total Assets
|
$
|
1,153,251
|
|
|
$
|
932,185
|
|
LIABILITIES & EQUITY
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Notes payable
|
$
|
418,154
|
|
|
$
|
356,362
|
|
Interest rate swap liability
|
3,144
|
|
|
1,402
|
|
||
Accounts payable, accrued expenses and other liabilities
|
12,631
|
|
|
10,053
|
|
||
Dividends payable
|
7,806
|
|
|
5,244
|
|
||
Acquired lease intangible liabilities, net
|
3,387
|
|
|
3,016
|
|
||
Tenant security deposits
|
11,539
|
|
|
8,768
|
|
||
Prepaid rents
|
2,846
|
|
|
1,463
|
|
||
Total Liabilities
|
459,507
|
|
|
386,308
|
|
||
Equity
|
|
|
|
||||
Rexford Industrial Realty, Inc. stockholders’ equity
|
|
|
|
||||
Common Stock, $0.01 par value 490,000,000 authorized and 55,598,684 and 43,702,442 outstanding as of December 31, 2015 and December 31, 2014, respectively
|
553
|
|
|
434
|
|
||
Additional paid in capital
|
722,722
|
|
|
542,318
|
|
||
Cumulative distributions in excess of earnings
|
(48,103
|
)
|
|
(21,673
|
)
|
||
Accumulated other comprehensive loss
|
(3,033
|
)
|
|
(1,331
|
)
|
||
Total stockholders’ equity
|
672,139
|
|
|
519,748
|
|
||
Noncontrolling interests
|
21,605
|
|
|
26,129
|
|
||
Total Equity
|
693,744
|
|
|
545,877
|
|
||
Total Liabilities and Equity
|
$
|
1,153,251
|
|
|
$
|
932,185
|
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial
Realty, Inc. Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period from
July 24, 2013 to December 31, 2013 |
|
Period From January 1, 2013 to July 23, 2013
|
||||||||
RENTAL REVENUES
|
|
|
|
|
|
|
|
||||||||
Rental revenues
|
$
|
81,114
|
|
|
$
|
56,636
|
|
|
$
|
18,449
|
|
|
$
|
19,206
|
|
Tenant reimbursements
|
10,479
|
|
|
7,661
|
|
|
2,161
|
|
|
2,212
|
|
||||
Other income
|
1,013
|
|
|
307
|
|
|
93
|
|
|
187
|
|
||||
TOTAL RENTAL REVENUES
|
92,606
|
|
|
64,604
|
|
|
20,703
|
|
|
21,605
|
|
||||
Management, leasing and development services
|
584
|
|
|
860
|
|
|
534
|
|
|
444
|
|
||||
Interest income
|
710
|
|
|
1,117
|
|
|
381
|
|
|
698
|
|
||||
TOTAL REVENUES
|
93,900
|
|
|
66,581
|
|
|
21,618
|
|
|
22,747
|
|
||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
||||||||
Property expenses
|
25,000
|
|
|
18,382
|
|
|
6,396
|
|
|
5,924
|
|
||||
General and administrative
|
15,016
|
|
|
12,144
|
|
|
5,327
|
|
|
4,420
|
|
||||
Depreciation and amortization
|
41,837
|
|
|
28,608
|
|
|
8,686
|
|
|
7,022
|
|
||||
TOTAL OPERATING EXPENSES
|
81,853
|
|
|
59,134
|
|
|
20,409
|
|
|
17,366
|
|
||||
OTHER (INCOME) EXPENSE
|
|
|
|
|
|
|
|
||||||||
Acquisition expenses
|
2,136
|
|
|
2,038
|
|
|
540
|
|
|
724
|
|
||||
Interest expense
|
8,453
|
|
|
6,400
|
|
|
1,763
|
|
|
9,395
|
|
||||
Gain on mark-to-market of interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
||||
TOTAL OTHER EXPENSE
|
10,589
|
|
|
8,438
|
|
|
2,303
|
|
|
10,070
|
|
||||
TOTAL EXPENSES
|
92,442
|
|
|
67,572
|
|
|
22,712
|
|
|
27,436
|
|
||||
Equity in income (loss) from unconsolidated real estate entities
|
93
|
|
|
(29
|
)
|
|
92
|
|
|
(915
|
)
|
||||
Gain from early repayment of note receivable
|
581
|
|
|
—
|
|
|
—
|
|
|
1,365
|
|
||||
Loss on extinguishment of debt
|
(182
|
)
|
|
—
|
|
|
—
|
|
|
(3,955
|
)
|
||||
Loss on sale of real estate
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS
|
1,950
|
|
|
(1,170
|
)
|
|
(1,002
|
)
|
|
(8,194
|
)
|
||||
DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations before gain on sale of real estate and loss on extinguishment of debt
|
—
|
|
|
21
|
|
|
291
|
|
|
(809
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(267
|
)
|
||||
Gain on sale of real estate
|
—
|
|
|
2,125
|
|
|
—
|
|
|
4,989
|
|
||||
INCOME FROM DISCONTINUED OPERATIONS
|
—
|
|
|
2,146
|
|
|
291
|
|
|
3,913
|
|
||||
NET INCOME (LOSS)
|
1,950
|
|
|
976
|
|
|
(711
|
)
|
|
(4,281
|
)
|
||||
Less: net (income) loss attributable to noncontrolling interest
|
(76
|
)
|
|
(80
|
)
|
|
86
|
|
|
15
|
|
||||
NET INCOME (LOSS) ATTRIBUTABLE TO REXFORD INDUSTRIAL REALTY, INC.
|
1,874
|
|
|
896
|
|
|
(625
|
)
|
|
(4,266
|
)
|
||||
Less: earnings allocated to participating securities
|
(223
|
)
|
|
(102
|
)
|
|
(29
|
)
|
|
—
|
|
||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
|
1,651
|
|
|
$
|
794
|
|
|
$
|
(654
|
)
|
|
$
|
(4,266
|
)
|
Income (loss) from continuing operations available to common stockholders per share - basic and diluted
|
$
|
0.03
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
|
||
Net income (loss) available to common stockholders per share - basic and diluted
|
$
|
0.03
|
|
|
$
|
0.02
|
|
|
$
|
(0.03
|
)
|
|
|
||
Weighted average shares of common stock outstanding - basic and diluted
|
54,024,923
|
|
|
31,953,506
|
|
|
24,925,226
|
|
|
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial
Realty, Inc. Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period From July 24, 2013 to December 31, 2013
|
|
Period From January 1, 2013 to July 23, 2013
|
||||||||
Net income (loss)
|
$
|
1,950
|
|
|
$
|
976
|
|
|
$
|
(711
|
)
|
|
$
|
(4,281
|
)
|
Other comprehensive loss: cash flow hedge adjustment
|
(1,742
|
)
|
|
(1,402
|
)
|
|
—
|
|
|
—
|
|
||||
Comprehensive income (loss)
|
208
|
|
|
(426
|
)
|
|
(711
|
)
|
|
(4,281
|
)
|
||||
Less: comprehensive (income) loss attributable to noncontrolling interests
|
(36
|
)
|
|
(9
|
)
|
|
86
|
|
|
15
|
|
||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
172
|
|
|
$
|
(435
|
)
|
|
$
|
(625
|
)
|
|
$
|
(4,266
|
)
|
|
Rexford Industrial Realty, Inc.
|
|
|
|
Rexford Industrial
Realty, Inc. Predecessor
|
|
|
|||||||||||||||||||||||||||||||
|
Number of
Shares
|
|
Common
Stock
|
|
Additional
Paid-in Capital
|
|
Cumulative Distributions in Excess of Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders’
Equity
|
|
Rexford
Industrial
Realty, Inc.
Noncontrolling
Interests
|
|
Rexford
Industrial
Realty, Inc.
Predecessor
|
|
Noncontrolling
Interests
|
|
Total Equity
|
|||||||||||||||||||
Balance at December 31, 2012
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(12,691
|
)
|
|
$
|
108,939
|
|
|
$
|
96,248
|
|
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
1,150
|
|
|
1,156
|
|
|||||||||
Equity based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
1,000
|
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,266
|
)
|
|
(15
|
)
|
|
(4,281
|
)
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,096
|
)
|
|
(4,729
|
)
|
|
(6,825
|
)
|
|||||||||
Formation transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Contribution of Rexford Sponsor V, LLC and Rexford Industrial Fund V REIT, LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,005
|
|
|
39,685
|
|
|
40,690
|
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(708
|
)
|
|
(31,020
|
)
|
|
(31,728
|
)
|
|||||||||
Repurchase of interests from unaccredited investors
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
(1,004
|
)
|
|
(1,100
|
)
|
|||||||||
Exchange of common units to acquire tenant-in-common
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|||||||||
Exchange of Predecessor’s equity for common stock and units
|
4,943,225
|
|
|
49
|
|
|
49,864
|
|
|
—
|
|
|
—
|
|
|
49,913
|
|
|
45,247
|
|
|
18,846
|
|
|
(114,006
|
)
|
|
—
|
|
|||||||||
Balance at July 24, 2013 prior to initial public offering
|
4,943,225
|
|
|
49
|
|
|
49,864
|
|
|
—
|
|
|
—
|
|
|
49,913
|
|
|
45,287
|
|
|
—
|
|
|
—
|
|
|
95,200
|
|
|||||||||
Issuance of common stock
|
16,451,972
|
|
|
165
|
|
|
230,165
|
|
|
—
|
|
|
—
|
|
|
230,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230,330
|
|
|||||||||
Offering costs
|
—
|
|
|
—
|
|
|
(24,824
|
)
|
|
—
|
|
|
—
|
|
|
(24,824
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,824
|
)
|
|||||||||
Proceeds from private placement
|
3,358,311
|
|
|
34
|
|
|
46,982
|
|
|
—
|
|
|
—
|
|
|
47,016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,016
|
|
|||||||||
Share-based compensation
|
140,468
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433
|
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(625
|
)
|
|
—
|
|
|
(625
|
)
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
(711
|
)
|
|||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,368
|
)
|
|
—
|
|
|
(5,368
|
)
|
|
|
|
|
—
|
|
|
—
|
|
|
(5,368
|
)
|
|||||||||
Reallocation and issuance of OP units and common stock related to the Accommodation
|
665,910
|
|
|
7
|
|
|
9,316
|
|
|
—
|
|
|
—
|
|
|
9,323
|
|
|
(9,630
|
)
|
|
—
|
|
|
—
|
|
|
(307
|
)
|
|||||||||
Balance at December 31, 2013
|
25,559,886
|
|
|
255
|
|
|
311,936
|
|
|
(5,993
|
)
|
|
—
|
|
|
306,198
|
|
|
35,571
|
|
|
—
|
|
|
—
|
|
|
341,769
|
|
|
Rexford Industrial Realty, Inc.
|
|
|
|
Rexford Industrial
Realty, Inc. Predecessor
|
|
|
|||||||||||||||||||||||||||||||
|
Number of
Shares
|
|
Common
Stock
|
|
Additional
Paid-in Capital
|
|
Cumulative Distributions in Excess of Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders’
Equity
|
|
Rexford
Industrial
Realty, Inc.
Noncontrolling
Interests
|
|
Rexford
Industrial
Realty, Inc.
Predecessor
|
|
Noncontrolling
Interests
|
|
Total Equity
|
|||||||||||||||||||
Issuance of common stock
|
17,250,000
|
|
|
172
|
|
|
232,703
|
|
|
—
|
|
|
—
|
|
|
232,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
232,875
|
|
|||||||||
Offering costs
|
—
|
|
|
—
|
|
|
(11,158
|
)
|
|
—
|
|
|
—
|
|
|
(11,158
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,158
|
)
|
|||||||||
Share-based compensation
|
213,569
|
|
|
—
|
|
|
1,163
|
|
|
—
|
|
|
—
|
|
|
1,163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,163
|
|
|||||||||
Repurchase of common shares
|
(6,928
|
)
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|||||||||
Conversion of units to common stock
|
685,915
|
|
|
7
|
|
|
7,772
|
|
|
—
|
|
|
—
|
|
|
7,779
|
|
|
(7,779
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
896
|
|
|
—
|
|
|
896
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
976
|
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,331
|
)
|
|
(1,331
|
)
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
(1,402
|
)
|
|||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,576
|
)
|
|
—
|
|
|
(16,576
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,576
|
)
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,672
|
)
|
|
—
|
|
|
—
|
|
|
(1,672
|
)
|
|||||||||
Balance at December 31, 2014
|
43,702,442
|
|
|
434
|
|
|
542,318
|
|
|
(21,673
|
)
|
|
(1,331
|
)
|
|
519,748
|
|
|
26,129
|
|
|
—
|
|
|
—
|
|
|
545,877
|
|
|||||||||
Issuance of common stock
|
11,500,500
|
|
|
115
|
|
|
183,892
|
|
|
—
|
|
|
—
|
|
|
184,007
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184,007
|
|
|||||||||
Offering costs
|
—
|
|
|
—
|
|
|
(8,174
|
)
|
|
—
|
|
|
—
|
|
|
(8,174
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,174
|
)
|
|||||||||
Share-based compensation
|
120,178
|
|
|
1
|
|
|
1,764
|
|
|
—
|
|
|
—
|
|
|
1,765
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
1,852
|
|
|||||||||
Repurchase of common shares
|
(12,670
|
)
|
|
—
|
|
|
(191
|
)
|
|
—
|
|
|
—
|
|
|
(191
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(191
|
)
|
|||||||||
Conversion of units to common stock
|
288,234
|
|
|
3
|
|
|
3,159
|
|
|
—
|
|
|
—
|
|
|
3,162
|
|
|
(3,162
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Repurchase of operating partnership units
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
(90
|
)
|
|
—
|
|
|
—
|
|
|
(136
|
)
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,874
|
|
|
—
|
|
|
1,874
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
1,950
|
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,702
|
)
|
|
(1,702
|
)
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
(1,742
|
)
|
|||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,304
|
)
|
|
—
|
|
|
(28,304
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,304
|
)
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,395
|
)
|
|
—
|
|
|
—
|
|
|
(1,395
|
)
|
|||||||||
Balance at December 31, 2015
|
55,598,684
|
|
|
$
|
553
|
|
|
$
|
722,722
|
|
|
$
|
(48,103
|
)
|
|
$
|
(3,033
|
)
|
|
$
|
672,139
|
|
|
$
|
21,605
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
693,744
|
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial
Realty, Inc. Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period From July 24, 2013 to December 31, 2013
|
|
Period From January 1, 2013 to July 23, 2013
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
1,950
|
|
|
$
|
976
|
|
|
$
|
(711
|
)
|
|
$
|
(4,281
|
)
|
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Equity in (income) loss of unconsolidated real estate entities
|
(93
|
)
|
|
29
|
|
|
(92
|
)
|
|
915
|
|
||||
Depreciation and amortization
|
41,837
|
|
|
28,608
|
|
|
8,686
|
|
|
7,022
|
|
||||
Depreciation and amortization included in discontinued operations
|
—
|
|
|
7
|
|
|
92
|
|
|
776
|
|
||||
Amortization of above (below) market lease intangibles, net
|
202
|
|
|
420
|
|
|
185
|
|
|
256
|
|
||||
Accretion of discount on notes receivable
|
(178
|
)
|
|
(263
|
)
|
|
(83
|
)
|
|
(94
|
)
|
||||
Gain from early repayment of notes receivable
|
(581
|
)
|
|
—
|
|
|
—
|
|
|
(1,365
|
)
|
||||
Loss on extinguishment of debt
|
182
|
|
|
—
|
|
|
—
|
|
|
4,222
|
|
||||
Loss on sale of real estate
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
||||
Gain on sale of real estate included in discontinued operations
|
—
|
|
|
(2,125
|
)
|
|
—
|
|
|
(4,989
|
)
|
||||
Amortization of loan costs
|
812
|
|
|
684
|
|
|
216
|
|
|
784
|
|
||||
Gain on mark-to-market interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
||||
Amortization of discount on notes payable
|
(191
|
)
|
|
(209
|
)
|
|
—
|
|
|
—
|
|
||||
Deferred interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
573
|
|
||||
Equity based compensation expense
|
1,752
|
|
|
1,042
|
|
|
392
|
|
|
985
|
|
||||
Change in working capital components:
|
|
|
|
|
|
|
|
|
|
||||||
Rents and other receivables
|
(1,228
|
)
|
|
(883
|
)
|
|
(79
|
)
|
|
(161
|
)
|
||||
Deferred rent receivable
|
(3,425
|
)
|
|
(1,400
|
)
|
|
(795
|
)
|
|
(263
|
)
|
||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
1,137
|
|
||||
Leasing commissions
|
(3,421
|
)
|
|
(2,362
|
)
|
|
(622
|
)
|
|
(980
|
)
|
||||
Other assets
|
(1,286
|
)
|
|
(1,069
|
)
|
|
(815
|
)
|
|
(1,172
|
)
|
||||
Accounts payable, accrued expenses and other liabilities
|
1,806
|
|
|
1,227
|
|
|
1,376
|
|
|
942
|
|
||||
Tenant security deposits
|
1,608
|
|
|
961
|
|
|
230
|
|
|
507
|
|
||||
Prepaid rent
|
762
|
|
|
(1,289
|
)
|
|
932
|
|
|
(172
|
)
|
||||
Net cash provided by operating activities
|
40,508
|
|
|
24,504
|
|
|
8,912
|
|
|
4,593
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Acquisition of investments in real estate
|
(230,599
|
)
|
|
(383,662
|
)
|
|
(78,749
|
)
|
|
(73,332
|
)
|
||||
Capital expenditures
|
(22,181
|
)
|
|
(13,959
|
)
|
|
(1,784
|
)
|
|
(1,439
|
)
|
||||
Consolidation of La Jolla Sorrento
|
—
|
|
|
—
|
|
|
—
|
|
|
373
|
|
||||
Acquisition related deposits
|
2,110
|
|
|
(600
|
)
|
|
(1,310
|
)
|
|
50
|
|
||||
Contributions to unconsolidated real estate entities
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
||||
Distributions from unconsolidated real estate entities
|
—
|
|
|
1,745
|
|
|
57
|
|
|
271
|
|
||||
Change in restricted cash
|
—
|
|
|
325
|
|
|
(36
|
)
|
|
408
|
|
||||
Principal repayments of notes receivable
|
13,896
|
|
|
265
|
|
|
103
|
|
|
5,516
|
|
||||
Disposition of investment in real estate
|
—
|
|
|
15,410
|
|
|
—
|
|
|
21,537
|
|
||||
Net cash used in investing activities
|
(236,774
|
)
|
|
(380,581
|
)
|
|
(81,719
|
)
|
|
(46,616
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Issuance of common stock, net
|
175,833
|
|
|
221,773
|
|
|
207,477
|
|
|
—
|
|
||||
Proceeds from private placement
|
—
|
|
|
—
|
|
|
47,016
|
|
|
—
|
|
||||
Proceeds from notes payable
|
272,000
|
|
|
301,500
|
|
|
148,375
|
|
|
55,590
|
|
||||
Repayment of notes payable
|
(226,710
|
)
|
|
(147,241
|
)
|
|
(312,889
|
)
|
|
(21,135
|
)
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial
Realty, Inc. Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period From July 24, 2013 to December 31, 2013
|
|
Period From January 1, 2013 to July 23, 2013
|
||||||||
Deferred loan costs
|
(796
|
)
|
|
(1,876
|
)
|
|
(1,813
|
)
|
|
(812
|
)
|
||||
Prepaid offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,504
|
)
|
||||
Debt extinguishment costs
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Capital contributions from Predecessor members
|
—
|
|
|
—
|
|
|
—
|
|
|
1,156
|
|
||||
Distributions to Predecessor members
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,825
|
)
|
||||
Reimbursements due to Predecessor members
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,221
|
)
|
||||
Distributions to Predecessor members related to formation transactions
|
—
|
|
|
—
|
|
|
(4,955
|
)
|
|
(26,773
|
)
|
||||
Repurchase of interests from unaccredited investors
|
—
|
|
|
—
|
|
|
(1,100
|
)
|
|
—
|
|
||||
Distributions to Predecessor members related to the Accommodation
|
—
|
|
|
—
|
|
|
(307
|
)
|
|
—
|
|
||||
Dividends paid to common stockholders
|
(26,042
|
)
|
|
(16,700
|
)
|
|
—
|
|
|
—
|
|
||||
Distributions paid to common unitholders
|
(1,095
|
)
|
|
(1,672
|
)
|
|
—
|
|
|
—
|
|
||||
Repurchase of common shares
|
(191
|
)
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
||||
Repurchase of operating partnership units
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
||||
Net cash provided by (used in) financing activities
|
192,861
|
|
|
355,686
|
|
|
81,804
|
|
|
(1,476
|
)
|
||||
(Decrease) increase in cash and cash equivalents
|
(3,405
|
)
|
|
(391
|
)
|
|
8,997
|
|
|
(43,499
|
)
|
||||
Cash and cash equivalents, beginning of period
|
8,606
|
|
|
8,997
|
|
|
—
|
|
|
43,499
|
|
||||
Cash and cash equivalents, end of period
|
$
|
5,201
|
|
|
$
|
8,606
|
|
|
$
|
8,997
|
|
|
$
|
—
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
||||||||
Cash paid during the period for interest (net of capitalized interest of $754 and $42 for 2015 and 2014, respectively)
|
$
|
6,147
|
|
|
$
|
5,793
|
|
|
$
|
1,870
|
|
|
$
|
8,587
|
|
Supplemental disclosure of noncash investing and financing transactions:
|
|
|
|
|
|
|
|
||||||||
Contribution of Rexford Sponsor V LLC and Rexford Industrial Fund V REIT, LLC:
|
|
|
|
|
|
|
|
||||||||
Investment in real estate and acquired intangibles
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(32,493
|
)
|
Investment in unconsolidated real estate entities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,844
|
)
|
Notes receivable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,305
|
)
|
Predecessor equity and noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,642
|
|
Acquisition of tenant-in-common interest in La Jolla Sorrento and consolidation of property previously accounted for under the equity method of accounting:
|
|
|
|
|
|
|
|
||||||||
Investments in real estate and acquired intangibles
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(8,369
|
)
|
Investment in unconsolidated real estate entities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,654
|
|
Additional paid in capital
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Rexford Industrial Realty, Inc. Predecessor
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
Noncontrolling Interests
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84
|
|
|
|
|
|
|
|
|
|
||||||||
Assumption of loan in connection with acquisition of real estate including loan premium
|
$
|
17,097
|
|
|
$
|
10,565
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital expenditure accruals
|
$
|
610
|
|
|
$
|
463
|
|
|
$
|
550
|
|
|
$
|
—
|
|
Accrual of dividends
|
$
|
7,806
|
|
|
$
|
5,244
|
|
|
$
|
5,368
|
|
|
$
|
—
|
|
2.
|
Summary of Significant Accounting Policies
|
3.
|
Investments in Real Estate
|
Property
|
|
Submarket
|
|
Date of Acquisition
|
|
Rentable Square Feet
|
|
Number of Buildings
|
|
Purchase Price
(in thousands)
|
|||
8902-8940 Activity Road
(1)
|
|
San Diego - Central
|
|
1/21/2015
|
|
112,501
|
|
|
5
|
|
$
|
18,450
|
|
12907 Imperial Highway
(2)
|
|
Los Angeles - Mid-counties
|
|
1/21/2015
|
|
101,080
|
|
|
1
|
|
12,180
|
|
|
1210 North Red Gum Street
(3)
|
|
Orange County - North
|
|
3/9/2015
|
|
64,570
|
|
|
1
|
|
7,650
|
|
|
9401 De Soto Avenue
(3)
|
|
Los Angeles - San Fernando Valley
|
|
3/18/2015
|
|
150,263
|
|
|
1
|
|
14,075
|
|
|
9615 Norwalk Boulevard
(3)
|
|
Los Angeles - Mid-counties
|
|
4/30/2015
|
|
38,362
|
|
|
2
|
|
9,642
|
|
|
16221 Arthur Street
(3)
|
|
Los Angeles - Mid-counties
|
|
5/1/2015
|
|
61,372
|
|
|
1
|
|
5,774
|
|
|
2588 & 2605 Industry Way
(1)
|
|
Los Angeles - South Bay
|
|
5/12/2015
|
|
164,662
|
|
|
2
|
|
22,000
|
|
|
425 South Hacienda Boulevard
(1)
|
|
Los Angeles - San Gabriel Valley
|
|
5/15/2015
|
|
51,823
|
|
|
1
|
|
7,000
|
|
|
6700 Alameda Street
(4)
|
|
Los Angeles - Central LA
|
|
6/29/2015
|
|
78,280
|
|
|
1
|
|
14,500
|
|
|
12720-12860 Danielson Court
(1)
|
|
San Diego - Central
|
|
7/10/2015
|
|
112,062
|
|
|
6
|
|
16,900
|
|
|
10950 Norwalk Boulevard
(3)
|
|
Los Angeles - Mid-counties
|
|
7/29/2015
|
|
18,995
|
|
|
1
|
|
4,973
|
|
|
610-760 Hueneme Road
(3)
|
|
Ventura
|
|
8/11/2015
|
|
86,904
|
|
|
2
|
|
9,607
|
|
|
10709-10719 Norwalk Boulevard
(3)
|
|
Los Angeles - Mid-counties
|
|
9/1/2015
|
|
58,056
|
|
|
2
|
|
7,242
|
|
|
6020 Sheila Street
(4)
|
|
Los Angeles - Central LA
|
|
9/18/2015
|
|
70,877
|
|
|
1
|
|
12,220
|
|
|
9805 6th Street
(4)
|
|
Inland Empire West
|
|
9/30/2015
|
|
81,377
|
|
|
1
|
|
6,894
|
|
|
16321-16327 Arrow Highway
(1)
|
|
Los Angeles - San Gabriel Valley
|
|
10/14/2015
|
|
64,296
|
|
|
3
|
|
8,120
|
|
|
2535 Midway Drive
(1)
|
|
San Diego - Central
|
|
10/22/2015
|
|
373,744
|
|
|
2
|
|
19,295
|
|
|
601-605 Milliken Avenue
(1)
|
|
Inland Empire West
|
|
12/8/2015
|
|
128,322
|
|
|
3
|
|
13,000
|
|
|
1065 Walnut Street
(5)
|
|
Los Angeles - South Bay
|
|
12/11/2015
|
|
172,420
|
|
|
1
|
|
16,700
|
|
|
12247 Lakeland Road
(1)
|
|
Los Angeles - Mid-counties
|
|
12/16/2015
|
|
24,875
|
|
|
1
|
|
4,257
|
|
|
17311 Nichols Lane
(4)
|
|
Orange County - West
|
|
12/30/2015
|
|
114,912
|
|
|
1
|
|
17,100
|
|
|
Total 2015 Wholly-Owned Property Acquisitions
|
|
|
|
2,129,753
|
|
|
39
|
|
$
|
247,579
|
|
(1)
|
This acquisition was funded with borrowings under our unsecured revolving credit facility.
|
(2)
|
This acquisition was funded as follows: (i)
$5.4 million
from the assumption of secured debt; (ii)
$2.1 million
from a deposit paid during the fourth quarter of 2014 and (iii) borrowings under our unsecured revolving credit facility. The assumed debt was recorded at fair value on the acquisition date, resulting in a premium of approximately
$0.5 million
.
|
(3)
|
This acquisition was funded with available cash on hand.
|
(4)
|
This acquisition was funded in part with available cash on hand and in part with borrowings under our unsecured revolving credit facility.
|
(5)
|
This acquisition was funded as follows: (i)
$10.9 million
from the assumption of secured debt and (ii) borrowings under our unsecured revolving credit facility. The assumed debt was recorded at fair value on the acquisition date, resulting in a premium of approximately
$0.3 million
.
|
(1)
|
This acquisition was funded with borrowings under our unsecured revolving credit facility.
|
(2)
|
This acquisition was funded as part of a 1031 exchange using proceeds from the disposition of our property located at 1335 Park Center Drive.
|
(3)
|
As part of the acquisition of 1500-1510 West 228th Street, we recorded a contingent liability in the amount of
$1.2 million
, related to the estimated cost to remediate potential environmental liabilities that existed at the acquisition date. Additionally, we recorded an indemnification asset for the same amount as the seller has placed
$1.3 million
into an escrow account to be used by us toward the payment of these remediation costs. See Note 11.
|
(4)
|
In connection with the acquisition of 2980 and 2990 N. San Fernando Blvd. acquisition, we assumed debt with an outstanding principal balance of
$10.3 million
and an initial fair value premium of
$0.3 million
. The remaining purchase price was funded with borrowings under our unsecured revolving credit facility.
|
(5)
|
This property was acquired as part of an industrial portfolio consisting of nine properties. The portfolio was funded as follows: (i) a
$48.5 million
term loan secured by eight of these properties and (ii) borrowings under our unsecured revolving credit facility.
|
(6)
|
This acquisition was funded with available cash on hand.
|
(7)
|
This acquisition was funded in part with cash on hand and in part with borrowings under our unsecured revolving credit facility.
|
|
|
Total 2015 Acquisitions
|
|
Total 2014 Acquisitions
|
||||
Assets:
|
|
|
|
|
||||
Land
(1)
|
|
$
|
124,660
|
|
|
$
|
151,954
|
|
Buildings and improvements
(2)
|
|
106,496
|
|
|
216,651
|
|
||
Tenant improvements
|
|
4,792
|
|
|
6,817
|
|
||
Acquired lease intangible assets
(3)
|
|
16,236
|
|
|
24,855
|
|
||
Other acquired assets
(4)
|
|
128
|
|
|
1,444
|
|
||
Total assets acquired
|
|
252,312
|
|
|
401,721
|
|
||
Liabilities:
|
|
|
|
|
||||
Acquired lease intangible liabilities
(5)
|
|
1,713
|
|
|
2,482
|
|
||
Notes payable
|
|
17,097
|
|
|
10,565
|
|
||
Deferred rent liability
|
|
977
|
|
|
114
|
|
||
Other assumed liabilities
(4)
|
|
1,926
|
|
|
4,898
|
|
||
Total liabilities assumed
|
|
21,713
|
|
|
18,059
|
|
||
Net assets acquired
|
|
230,599
|
|
|
383,662
|
|
(1)
|
The allocation to land in 2015 includes an aggregate
$0.4 million
of capitalized acquisition costs related to the purchases of 9401 De Soto Avenue, 16221 Arthur Street, 425 Hacienda Boulevard, 6020 Sheila Street, and 2535 Midway Drive, which were accounted for as asset acquisitions. The allocation to land in 2014 includes an aggregate
$0.2 million
of capitalized acquisition costs related to the purchases of 7110 Rosecrans Avenue, 2610 & 2701 S. Birch Street, and 7900 Nelson Road, which were accounted for as asset acquisitions.
|
(2)
|
The allocation to buildings and improvements in 2015 includes an aggregate
$0.3 million
of capitalized acquisition costs related to the purchases of 16221 Arthur Street, 425 Hacienda Boulevard, 6020 Sheila Street, and 2535 Midway Drive, which were accounted for as asset acquisitions. The allocation to buildings and improvements in 2014 includes an aggregate
$0.1 million
of capitalized acquisition costs related to the purchases of 7110 Rosecrans Avenue, 2610 & 2701 S. Birch Street, and 7900 Nelson Road, which were accounted for as asset acquisitions.
|
(3)
|
For 2015 acquisitions, includes
$12.1 million
of in-place lease intangibles and
$4.1 million
of above-market tenant lease intangibles with a weighted average amortization period of
5.5
years and
11.9
years, respectively.
|
(4)
|
Includes other working capital assets acquired and liabilities assumed, respectively, at the time of acquisition.
|
(5)
|
For 2015 acquisitions, represents below-market tenant lease intangibles with a weighted average amortization period of
5.9
years.
|
|
Year Ended December 31, 2015
|
||
Revenues
|
$
|
8,130
|
|
Net Income
|
$
|
2,219
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenues
|
$
|
106,618
|
|
|
$
|
87,485
|
|
Net operating income
|
$
|
76,872
|
|
|
$
|
61,778
|
|
Net income
|
$
|
7,307
|
|
|
$
|
5,779
|
|
Net income available to common stockholders per share - basic and diluted
|
$
|
0.13
|
|
|
$
|
0.16
|
|
4.
|
Acquired Lease Intangibles
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||
Acquired Lease Intangible Assets:
|
|
|
|
||
In-place lease intangibles
|
49,265
|
|
|
37,467
|
|
Accumulated amortization
|
(25,107
|
)
|
|
(12,975
|
)
|
In-place lease intangibles, net
|
24,158
|
|
|
24,492
|
|
|
|
|
|
||
Above-market tenant leases
|
9,062
|
|
|
4,971
|
|
Accumulated amortization
|
(2,837
|
)
|
|
(1,327
|
)
|
Above-market tenant leases, net
|
6,225
|
|
|
3,644
|
|
Acquired lease intangible assets, net
|
30,383
|
|
|
28,136
|
|
|
|
|
|
||
Acquired Lease Intangible Liabilities:
|
|
|
|
|
|
Below-market tenant leases
|
(5,227
|
)
|
|
(3,514
|
)
|
Accumulated accretion
|
2,053
|
|
|
743
|
|
Below-market tenant leases, net
|
(3,174
|
)
|
|
(2,771
|
)
|
|
|
|
|
||
Below-market ground lease
|
(290
|
)
|
|
(290
|
)
|
Accumulated accretion
|
77
|
|
|
45
|
|
Below-market ground lease, net
|
(213
|
)
|
|
(245
|
)
|
Acquired lease intangible liabilities, net
|
(3,387
|
)
|
|
(3,016
|
)
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial
Realty, Inc. Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period from
July 24, 2013 to December 31, 2013 |
|
Period from
January 1, 2013 to July 23, 2013 |
||||||||
In-place lease intangibles
(1)
|
$
|
12,445
|
|
|
$
|
9,275
|
|
|
$
|
3,020
|
|
|
$
|
1,238
|
|
Net above (below) market tenant leases
(2)
|
$
|
234
|
|
|
$
|
452
|
|
|
$
|
198
|
|
|
$
|
239
|
|
Above-market ground lease
(3)
|
$
|
(32
|
)
|
|
$
|
(32
|
)
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
(1)
|
The amortization of in-place lease intangibles is recorded to depreciation and amortization expense in the consolidated and combined statements of operations for the periods presented.
|
(2)
|
The amortization of above (below) market tenant leases is recorded as a decrease (increase) to rental revenues in the consolidated and combined statements of operations for the periods presented.
|
(3)
|
The accretion of the above-market ground lease is recorded as a decrease to property expenses in the consolidated and combined statements of operations for the periods presented.
|
Year Ending
|
In-place Leases
(1)
|
|
Net Above/(Below)
Market Operating Leases (2) |
|
Above Market
Ground Lease (3) |
||||||
2016
|
$
|
9,823
|
|
|
$
|
163
|
|
|
$
|
(32
|
)
|
2017
|
5,768
|
|
|
379
|
|
|
(32
|
)
|
|||
2018
|
3,620
|
|
|
321
|
|
|
(32
|
)
|
|||
2019
|
2,467
|
|
|
380
|
|
|
(32
|
)
|
|||
2020
|
1,182
|
|
|
243
|
|
|
(32
|
)
|
|||
Thereafter
|
1,298
|
|
|
1,565
|
|
|
(53
|
)
|
|||
Total
|
$
|
24,158
|
|
|
$
|
3,051
|
|
|
$
|
(213
|
)
|
(1)
|
Estimated amounts of amortization will be recorded to depreciation and amortization expense in the consolidated statements of operation.
|
(2)
|
Estimated amounts of amortization will be recorded as a net decrease to rental revenues in the consolidated statements of operations.
|
(3)
|
Estimated amounts of accretion will be recorded as a decrease to property expenses in the consolidated statements of operations.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Face Amount
|
$
|
—
|
|
|
$
|
13,896
|
|
Unrecognized Accretable Yield
|
—
|
|
|
(759
|
)
|
||
Note Receivable
|
$
|
—
|
|
|
$
|
13,137
|
|
6.
|
Notes Payable
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Principal amount
|
|
$
|
418,698
|
|
|
$
|
357,076
|
|
Less: unamortized discount and deferred loan costs
(1)
|
|
(544
|
)
|
|
(714
|
)
|
||
Carrying value
|
|
$
|
418,154
|
|
|
$
|
356,362
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|
|
|
|
|
|
|
||||||||||||||
|
Principal Amount
|
|
Unamortized Discount and Deferred Loan Costs
|
|
Principal Amount
|
|
Unamortized Discount and Deferred Loan Costs
|
|
Contractual
Maturity Date |
|
Stated Interest Rate
(1)
|
|
Effective Interest Rate
(2)
|
|
||||||||||
Secured Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Term Loan
(3)
|
$
|
60,000
|
|
|
$
|
(283
|
)
|
|
$
|
60,000
|
|
|
$
|
(362
|
)
|
|
8/1/2019
|
(4)
|
LIBOR+1.90%
|
|
|
3.95
|
%
|
|
Term Loan
(5)
|
—
|
|
|
—
|
|
|
48,500
|
|
|
(330
|
)
|
|
6/24/2017
|
|
--
|
|
|
--
|
|
|
||||
Glendale Commerce Center
|
—
|
|
|
—
|
|
|
42,750
|
|
|
—
|
|
|
5/1/2016
|
|
--
|
|
|
--
|
|
|
||||
Gilbert/La Palma
|
3,044
|
|
|
(153
|
)
|
|
3,173
|
|
|
(161
|
)
|
|
3/1/2031
|
|
5.125
|
%
|
(6)
|
5.37
|
%
|
|
||||
2980 San Fernando
|
—
|
|
|
—
|
|
|
10,153
|
|
|
139
|
|
|
7/1/2015
|
|
--
|
|
|
--
|
|
|
||||
12907 Imperial Highway
|
5,299
|
|
|
303
|
|
|
—
|
|
|
—
|
|
|
4/1/2018
|
|
5.950
|
%
|
(7)
|
3.71
|
%
|
|
||||
1065 Walnut Street
|
9,855
|
|
|
292
|
|
|
—
|
|
|
—
|
|
|
2/1/2019
|
(8)
|
4.550
|
%
|
(9)
|
3.54
|
%
|
|
||||
Unsecured Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Term Loan Facility
|
100,000
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
6/11/2019
|
|
LIBOR+1.25%
|
|
(10)
|
2.36
|
%
|
(11)
|
||||
Revolving Credit Facility
|
140,500
|
|
|
—
|
|
|
92,500
|
|
|
—
|
|
|
6/11/2018
|
(4)
|
LIBOR+1.30%
|
|
(10)(12)
|
1.73
|
%
|
|
||||
Guaranteed Senior Notes
|
100,000
|
|
|
(703
|
)
|
|
—
|
|
|
—
|
|
|
8/6/2025
|
|
4.290
|
%
|
|
4.36
|
%
|
|
||||
Total
|
$
|
418,698
|
|
|
$
|
(544
|
)
|
|
$
|
357,076
|
|
|
$
|
(714
|
)
|
|
|
|
|
|
|
|
|
(1)
|
Reflects the contractual interest rate under the terms of the loan as of
December 31, 2015
.
|
(2)
|
Reflects the effective interest rate at
December 31, 2015
, which includes the effect of the amortization of discounts/premiums and deferred loan costs, and includes the effect of interest rate swaps that were effective as of
December 31, 2015
.
|
(3)
|
Loan is secured by
six
properties. As of
December 31, 2015
, the interest rate of this
$60 million
variable-rate term loan has been effectively fixed through the use of two interest rate swaps. See Note 8 for details.
|
(4)
|
One
additional
one
-year extension available at the borrower’s option.
|
(5)
|
Loan was secured by eight properties.
|
(6)
|
Monthly payments of interest and principal based on 20-year amortization table.
|
(7)
|
Monthly payments of interest and principal based on 30-year amortization table, with a balloon payment at maturity.
|
(8)
|
One additional
five
-year extension available at the borrower’s option.
|
(9)
|
Monthly payments of interest and principal based on 25-year amortization table, with a balloon payment at maturity.
|
(10)
|
The LIBOR margin will range from
1.25%
to
1.85%
for the term loan facility and
1.30%
to
1.90%
for the revolving credit facility depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value, which is measured on a quarterly basis.
|
(11)
|
As of
December 31, 2015
, interest on
$50 million
of this
$100 million
term loan has been effectively fixed through the use of an interest rate swap. See Note 8 for details.
|
(12)
|
The facility additionally bears interest at
0.30%
or
0.20%
of the daily undrawn amount of the unsecured revolving credit facility if the balance is under
$100 million
or over
$100 million
, respectively.
|
2016
|
$
|
396
|
|
2017
|
430
|
|
|
2018
|
145,880
|
|
|
2019
|
169,533
|
|
|
2020
|
166
|
|
|
Thereafter
|
102,293
|
|
|
Total
|
$
|
418,698
|
|
•
|
Maintaining a ratio of total indebtedness to total asset value of not more than
60%
;
|
•
|
Maintaining a ratio of secured debt to total asset value of not more than
45%
;
|
•
|
Maintaining a ratio of total secured recourse debt to total asset value of not more than
15%
;
|
•
|
Maintaining a minimum tangible net worth of at least the sum of (i)
$283,622,250
, and (ii) an amount equal to at least
75%
of the net equity proceeds received by the Company after March 31, 2014;
|
•
|
Maintaining a ratio of adjusted EBITDA to fixed charges of at least
1.5
to 1.0;
|
•
|
Maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than
60%
;
|
•
|
Maintaining a ratio of unencumbered NOI to unsecured interest expense of at least
1.75
to 1.0.
|
•
|
Maintaining a Debt Service Coverage Ratio (as defined in the tern loan agreement) of at least
1.10
to 1.00, to be tested quarterly;
|
•
|
Maintaining Unencumbered Liquid Assets (as defined in the term loan agreement) of not less than (i)
$5,000,000
, or (ii)
$8,000,000
if we elect to have Line of Credit Availability (as defined in the term loan agreement) included in the calculation, of which
$2,000,000
must be cash or cash equivalents, to be tested annually as of December 31 of each year;
|
•
|
Maintaining a minimum Fair Market Net Worth (as defined in the term loan agreement) of at least
$75,000,000
, to be tested annually as of December 31 of each year.
|
7.
|
Operating Leases
|
8.
|
Interest Rate Contracts
|
|
|
|
|
|
|
|
|
Fair Value
(1)
|
|
Current Notional Amount
(2)
|
|||||||||||||
Derivative Instrument
|
|
Effective Date
|
|
Maturity Date
|
|
Interest Strike Rate
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2015
|
|
December 31, 2014
|
|||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap
|
|
1/15/2015
|
|
2/15/2019
|
|
1.826
|
%
|
|
$
|
538
|
|
|
$
|
457
|
|
|
$
|
30,000
|
|
|
$
|
—
|
|
Interest Rate Swap
|
|
7/15/2015
|
|
2/15/2019
|
|
2.010
|
%
|
|
$
|
698
|
|
|
$
|
408
|
|
|
$
|
30,000
|
|
|
$
|
—
|
|
Interest Rate Swap
|
|
8/14/2015
|
|
12/14/2018
|
|
1.790
|
%
|
|
$
|
849
|
|
|
$
|
277
|
|
|
$
|
50,000
|
|
|
$
|
—
|
|
Interest Rate Swap
|
|
2/16/2016
|
|
12/14/2018
|
|
2.005
|
%
|
|
$
|
1,059
|
|
|
$
|
260
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
We record all derivative instruments on a gross basis in the consolidated balance sheets, and accordingly, there are no offsetting amounts that net assets against liabilities. As of
December 31, 2015
and
December 31, 2014
, all of our derivatives were in a liability position, and as such, the fair value is included in the line item “Interest rate swap liability” in the Consolidated Balance Sheets.
|
(2)
|
Represents the notional amount of swaps that are effective as of the balance sheet date noted.
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial
Realty, Inc. Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period From July 24, 2013 to December 31, 2013
|
|
Period From January 1, 2013 to July 23, 2013
|
||||||||
Interest Rate Swaps in Cash Flow Hedging Relationships:
|
|
|
|
|
|
|
|
||||||||
Amount of gain (loss) recognized in AOCI on derivatives (effective portion)
|
$
|
(2,781
|
)
|
|
$
|
(1,402
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Amount of gain (loss) reclassified from AOCI into earnings under “Interest expense” (effective portion)
|
$
|
(1,039
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amount of gain (loss) recognized in earnings under “Interest expense” (ineffective portion and amount excluded from effectiveness testing)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest Rate Swaps Not in Cash Flow Hedging Relationships:
|
|
|
|
|
|
|
|
||||||||
Amount of realized and unrealized gain recognized in earnings under “Gain on mark-to-market of interest rate swaps”
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49
|
|
9.
|
Fair Value Measurements
|
|
|
Fair Value Measurement Using
|
||||||||||||||
Liabilities
|
|
Total Fair Value
|
|
Quoted Price in Active
Markets for Identical
Assets and Liabilities
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
Interest Rate Swaps at:
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
|
$
|
(3,144
|
)
|
|
$
|
—
|
|
|
$
|
(3,144
|
)
|
|
$
|
—
|
|
December 31, 2014
|
|
$
|
(1,402
|
)
|
|
$
|
—
|
|
|
$
|
(1,402
|
)
|
|
$
|
—
|
|
|
|
Fair Value Measurement Using
|
|
|
||||||||||||||||
Liabilities
|
|
Total Fair Value
|
|
Quoted Price in Active
Markets for Identical
Assets and Liabilities
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Carrying Value
|
||||||||||
Notes Payable at:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
|
$
|
416,497
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
416,497
|
|
|
$
|
418,154
|
|
December 31, 2014
|
|
$
|
357,212
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
357,212
|
|
|
$
|
356,362
|
|
10.
|
Related Party Transactions
|
For the year ending December 31:
|
Office Lease
|
|
Ground Rent
|
||||
2016
|
$
|
520
|
|
|
$
|
144
|
|
2017
|
543
|
|
|
144
|
|
||
2018
|
559
|
|
|
144
|
|
||
2019
|
337
|
|
|
144
|
|
||
2020
|
—
|
|
|
144
|
|
||
Thereafter
|
—
|
|
|
5,964
|
|
||
Total
|
$
|
1,959
|
|
|
$
|
6,684
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Assets
|
$
|
24,280
|
|
|
$
|
23,542
|
|
Liabilities
|
(1,250
|
)
|
|
(1,274
|
)
|
||
Partners’/members’ equity
|
$
|
23,030
|
|
|
$
|
22,268
|
|
Company’s share of equity
|
$
|
3,455
|
|
|
$
|
3,340
|
|
Basis adjustment
(1)
|
632
|
|
|
678
|
|
||
Carrying value of the Company’s investment in unconsolidated real estate
|
$
|
4,087
|
|
|
$
|
4,018
|
|
(1)
|
This amount represents the difference between our historical cost basis and the basis reflected at the joint venture level, resulting from the contribution of our equity interest as part of our formation transactions that occurred on July 24, 2013.
|
|
December 31, 2015
(1)
|
|
December 31, 2014
(1)
|
|
Period from
July 24, 2013 to December 31, 2013 (1) |
|
Period from
January 1, 2013 to July 23, 2013 (2) |
||||||||
Revenues
|
$
|
2,673
|
|
|
$
|
7,018
|
|
|
$
|
1,440
|
|
|
$
|
6,516
|
|
Expenses
|
(1,911
|
)
|
|
(6,526
|
)
|
|
226
|
|
|
(7,296
|
)
|
||||
Gain on sale of properties
|
—
|
|
|
13,389
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
762
|
|
|
$
|
13,881
|
|
|
$
|
1,666
|
|
|
$
|
(780
|
)
|
(1)
|
Includes summarized financial information for our equity method investment properties located at 3001-3233 Mission Oaks Boulevard.
|
(2)
|
Includes summarized financial information for properties located at 3001-3233 Mission Oaks Boulevard and 10439-10477 Roselle Street.
|
13.
|
Dispositions and Discontinued Operations
|
Address
|
|
Location
|
|
Date of
Disposition
|
|
Rentable
Square Feet
|
|
Sales Price
|
|
Debt
Satisfied
(1)
|
|
Gain (Loss)
Recorded
|
|||||||
2014 Dispositions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
1335 Park Center Drive
(2)
|
|
Vista, CA
|
|
1/29/2014
|
|
124,997
|
|
|
$
|
10,103
|
|
|
$
|
—
|
|
|
$
|
2,262
|
|
2900 N. Madera Road
(2)
|
|
Simi Valley, CA
|
|
3/13/2014
|
|
63,305
|
|
|
$
|
4,350
|
|
|
$
|
—
|
|
|
$
|
(137
|
)
|
500-560 Zenith Drive
(3)
|
|
Glenview, IL
|
|
8/29/2014
|
|
37,992
|
|
|
$
|
1,822
|
|
|
$
|
—
|
|
|
$
|
(150
|
)
|
2013 Dispositions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
4578 Worth Street
(2)
|
|
Los Angeles, CA
|
|
1/31/2013
|
|
79,370
|
|
|
$
|
4,100
|
|
|
$
|
2,500
|
|
|
$
|
2,410
|
|
1950 E. Williams Drive
(2)
|
|
Oxnard, CA
|
|
4/4/2013
|
|
161,682
|
|
|
$
|
8,542
|
|
|
$
|
2,993
|
|
|
$
|
415
|
|
9027 Glenoaks Boulevard
(2)
|
|
Los Angeles, CA
|
|
5/10/2013
|
|
14,700
|
|
|
$
|
1,727
|
|
|
$
|
1,625
|
|
|
$
|
234
|
|
2515, 2507, 2441 W. Erie Dr. & 2929 S. Fair Lane
(2)
|
|
Tempe, AZ
|
|
5/28/2013
|
|
83,385
|
|
|
$
|
5,003
|
|
|
$
|
3,531
|
|
|
$
|
1,015
|
|
1255 Knollwood Circle
(2)
|
|
Anaheim, CA
|
|
6/14/2013
|
|
25,162
|
|
|
$
|
2,768
|
|
|
$
|
2,630
|
|
|
$
|
915
|
|
(1)
|
Amount represents the principal paid back to the lender to release the property from a larger pool of properties serving as collateral for the respective portfolio loan.
|
(2)
|
The results of operations and the gain or loss on sale of this property is reported under Discontinued Operations in the Consolidated and Combined Statements of Operations.
|
(3)
|
The results of operations and the loss on sale of this property are reported as part of Net loss from continuing operations in the Consolidated and Combined Statements of Operations.
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial
Realty, Inc. Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period from
July 24, 2013 to December 31, 2013 |
|
Period from
January 1, 2013 to July 23, 2013 |
||||||||
Revenues
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
472
|
|
|
$
|
604
|
|
Operating expenses
|
—
|
|
|
(57
|
)
|
|
(89
|
)
|
|
(312
|
)
|
||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
||||
Depreciation and amortization expense
|
—
|
|
|
(7
|
)
|
|
(92
|
)
|
|
(776
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(267
|
)
|
||||
Gain on sale of real estate
|
—
|
|
|
2,125
|
|
|
—
|
|
|
4,989
|
|
||||
Income from discontinued operations
|
$
|
—
|
|
|
$
|
2,146
|
|
|
$
|
291
|
|
|
$
|
3,913
|
|
14.
|
Stockholders’ Equity
|
|
2015
|
|
2014
|
||||
Accumulated other comprehensive loss - beginning balance
|
$
|
(1,331
|
)
|
|
$
|
—
|
|
Other comprehensive loss before reclassifications
|
(2,781
|
)
|
|
(1,402
|
)
|
||
Amounts reclassified from accumulated other comprehensive loss to interest expense
|
1,039
|
|
|
—
|
|
||
Net current period other comprehensive loss
|
(1,742
|
)
|
|
(1,402
|
)
|
||
Less other comprehensive loss attributable to noncontrolling interests
|
40
|
|
|
71
|
|
||
Other comprehensive loss attributable to common stockholders
|
(1,702
|
)
|
|
(1,331
|
)
|
||
Accumulated other comprehensive loss - ending balance
|
$
|
(3,033
|
)
|
|
$
|
(1,331
|
)
|
|
Year Ended
December 31, 2015
|
|
Year Ended
December 31, 2014
|
|
Period From
July 24, 2013 to
December 31, 2013
|
|||||||||||||||
Ordinary Income
|
$
|
0.4789478
|
|
|
93.91
|
%
|
|
$
|
0.4607500
|
|
|
92.15
|
%
|
|
$
|
0.1900000
|
|
|
100.00
|
%
|
Return of Capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Capital Gain
|
0.0310522
|
|
|
6.09
|
%
|
|
0.0392500
|
|
(1)
|
7.85
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
0.5100000
|
|
|
100.00
|
%
|
|
$
|
0.5000000
|
|
|
100.00
|
%
|
|
$
|
0.1900000
|
|
|
100.00
|
%
|
15.
|
Incentive Award Plan
|
|
|
Absolute TSR Base Units
|
|
Relative TSR Base Units
|
|||||||
|
|
Company TSR
Percentage (1) |
|
Absolute TSR
Vesting Percentage |
|
Peer Group Relative
Performance (1) |
|
Relative TSR
Vesting Percentage |
|||
|
|
< 24%
|
|
|
—
|
%
|
|
< 50th Percentile
|
|
—
|
%
|
“Threshold Level”
|
|
24
|
%
|
|
20
|
%
|
|
50th Percentile
|
|
20
|
%
|
“Target Level”
|
|
37
|
%
|
|
60
|
%
|
|
62.5th Percentile
|
|
60
|
%
|
“Maximum Level”
|
|
≥ 50%
|
|
|
100
|
%
|
|
≥ 75th Percentile
|
|
100
|
%
|
(1)
|
If the Company’s TSR percentage or the peer group relative performance falls between the levels specified in the table, the percentage of absolute base units or relative base units that vest will be determined using straight-line interpolation between such levels.
|
|
Number of Unvested Shares of Restricted Common Stock
|
|
Weighted-Average Grant Date Fair Value per Share
|
|||
Balance at December 31, 2013
|
140,468
|
|
|
$
|
14.00
|
|
Granted
|
243,233
|
|
|
$
|
14.40
|
|
Forfeited
|
(29,664
|
)
|
|
$
|
14.04
|
|
Vested
(1)(2)
|
(34,020
|
)
|
|
$
|
14.00
|
|
Balance at December 31, 2014
|
320,017
|
|
|
$
|
14.30
|
|
Granted
|
152,103
|
|
|
$
|
15.34
|
|
Forfeited
|
(31,925
|
)
|
|
$
|
14.54
|
|
Vested
(1)(2)
|
(106,754
|
)
|
|
$
|
14.34
|
|
Balance at December 31, 2015
|
333,441
|
|
|
$
|
14.74
|
|
(1)
|
The total fair value of shares that vested during the years ended December 31, 2015 and 2014 was
$1.6 million
and
$0.5 million
, respectively, calculated as the number of shares vested multiplied by the closing share price of the Company’s common stock on the vesting date.
|
(2)
|
12,670
and
6,928
shares of the Company’s common stock were tendered during the years ended
December 31, 2015
and 2014, respectively, in accordance with the terms of the Plan to satisfy minimum tax withholding requirements related to the shares of restricted common stock that have vested. We accept the return of shares at the current quoted closing share price of the Company’s common stock on the NYSE to satisfy tax obligations.
|
16.
|
Earnings Per Share
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period from
July 24, 2013 to
December 31, 2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
1,950
|
|
|
$
|
(1,170
|
)
|
|
$
|
(1,002
|
)
|
Net income (loss) from continuing operations attributable to noncontrolling interests
|
(76
|
)
|
|
97
|
|
|
121
|
|
|||
Income from continuing operations attributable to participating securities
|
(223
|
)
|
|
(102
|
)
|
|
(29
|
)
|
|||
Income (loss) from continuing operations attributable to common stockholders
|
$
|
1,651
|
|
|
$
|
(1,175
|
)
|
|
$
|
(910
|
)
|
Income from discontinued operations
|
$
|
—
|
|
|
$
|
2,146
|
|
|
$
|
291
|
|
Income from discontinued operations attributable to noncontrolling interests
|
—
|
|
|
(177
|
)
|
|
(35
|
)
|
|||
Income from discontinued operations attributable to participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income from discontinued operations attributable to common stockholders
|
$
|
—
|
|
|
$
|
1,969
|
|
|
$
|
256
|
|
Net income (loss)
|
$
|
1,950
|
|
|
$
|
976
|
|
|
$
|
(711
|
)
|
Net (income) loss attributable to noncontrolling interests
|
(76
|
)
|
|
(80
|
)
|
|
86
|
|
|||
Net income attributable to participating securities
|
(223
|
)
|
|
(102
|
)
|
|
(29
|
)
|
|||
Net income (loss) attributable to common stockholders
|
$
|
1,651
|
|
|
$
|
794
|
|
|
$
|
(654
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted average shares of common stock outstanding - basic and diluted
|
54,024,923
|
|
|
31,953,506
|
|
|
24,925,226
|
|
|||
Earnings per share - Basic and Diluted:
|
|
|
|
|
|
|
|
|
|||
Net income (loss) from continuing operations available to common stockholders
|
$
|
0.03
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
Net income from discontinued operations available to common stockholders
|
$
|
—
|
|
|
$
|
0.06
|
|
|
$
|
0.01
|
|
Net income (loss) available to common stockholders
|
$
|
0.03
|
|
|
$
|
0.02
|
|
|
$
|
(0.03
|
)
|
17.
|
Predecessor Equity
|
18.
|
Quarterly Information (unaudited)
|
|
Three Months Ended
|
||||||||||||||
|
December 31, 2015
|
|
September 30, 2015
|
|
June 30, 2015
|
|
March 31, 2015
|
||||||||
Revenues from continuing operations
|
$
|
26,164
|
|
|
$
|
23,674
|
|
|
$
|
22,722
|
|
|
$
|
21,340
|
|
Net operating income
(1)
|
$
|
18,941
|
|
|
$
|
17,098
|
|
|
$
|
16,407
|
|
|
$
|
15,160
|
|
Net income from continuing operations
|
$
|
1,056
|
|
|
$
|
617
|
|
|
$
|
196
|
|
|
$
|
81
|
|
Net income
|
$
|
1,056
|
|
|
$
|
617
|
|
|
$
|
196
|
|
|
$
|
81
|
|
Net income attributable to common stockholders
|
$
|
945
|
|
|
$
|
540
|
|
|
$
|
139
|
|
|
$
|
27
|
|
Net income attributable to common stockholders per share - basic and diluted
|
$
|
0.02
|
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
|
||||||||||||||
|
December 31, 2014
|
|
September 30, 2014
|
|
June 30, 2014
|
|
March 31, 2014
|
||||||||
Revenues from continuing operations
|
$
|
19,858
|
|
|
$
|
18,036
|
|
|
$
|
14,996
|
|
|
$
|
13,691
|
|
Net operating income
(1)
|
$
|
13,893
|
|
|
$
|
12,705
|
|
|
$
|
10,577
|
|
|
$
|
9,047
|
|
Net income (loss) from continuing operations
|
$
|
145
|
|
|
$
|
(679
|
)
|
|
$
|
81
|
|
|
$
|
(717
|
)
|
Income from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,146
|
|
Net income (loss)
|
$
|
145
|
|
|
$
|
(679
|
)
|
|
$
|
81
|
|
|
$
|
1,429
|
|
Net income (loss) attributable to common stockholders
|
$
|
107
|
|
|
$
|
(623
|
)
|
|
$
|
49
|
|
|
$
|
1,261
|
|
Net income (loss) attributable to common stockholders per share - basic and diluted
|
$
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
—
|
|
|
$
|
0.05
|
|
(1)
|
Net operating income is calculated as total rental revenues from real estate operations including (i) rental income, (ii) tenant reimbursements and (iii) other income less property expenses.
|
|
|
|
|
|
|
Initial Cost
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amounts at Which Carried at Close of Period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Address
|
|
Location
|
|
Encumbrances
|
|
Land
|
|
Building and Improvements
|
|
Building and Improvements
|
|
Land
(1)
|
|
Building & Improvements
(1)
|
|
Total
|
|
Accumulated Depreciation
(2)
|
|
Year Build / Year Renovated
|
|
Year Acquired
|
||||||||||||||||
15241 - 15277, 15317 - 15339 Don Julian Rd.
|
|
City of Industry, CA
|
|
--
|
(3)
|
$
|
3,875
|
|
|
$
|
2,407
|
|
|
$
|
9,049
|
|
|
$
|
3,875
|
|
|
$
|
11,456
|
|
|
$
|
15,331
|
|
|
$
|
(4,946
|
)
|
|
1965, 2005 / 2003
|
|
2002
|
||
300 South Lewis Rd.
|
|
Camarillo, CA
|
|
--
|
(3)
|
4,150
|
|
|
3,050
|
|
|
6,915
|
|
|
4,150
|
|
|
9,965
|
|
|
14,115
|
|
|
(4,671
|
)
|
|
1960-1963 / 2006
|
|
2003
|
|||||||||
1400 South Shamrock
|
|
Monrovia, CA
|
|
--
|
|
|
2,317
|
|
|
2,534
|
|
|
676
|
|
|
2,317
|
|
|
3,210
|
|
|
5,527
|
|
|
(1,868
|
)
|
|
1957, 1962 / 2004
|
|
2003
|
||||||||
12910 East Mulberry Dr.
|
|
Whittier, CA
|
|
--
|
|
|
3,469
|
|
|
1,629
|
|
|
1,191
|
|
|
3,469
|
|
|
2,820
|
|
|
6,289
|
|
|
(1,382
|
)
|
|
1962 / 2009
|
|
2003
|
||||||||
2220-2260 Camino del Sol
|
|
Oxnard, CA
|
|
--
|
(3)
|
868
|
|
|
—
|
|
|
4,031
|
|
|
868
|
|
|
4,031
|
|
|
4,899
|
|
|
(1,162
|
)
|
|
2005
|
|
2003
|
|||||||||
14250-14278 Valley Blvd.
|
|
La Puente, CA
|
|
--
|
|
|
2,539
|
|
|
2,020
|
|
|
2,190
|
|
|
2,539
|
|
|
4,210
|
|
|
6,749
|
|
|
(1,911
|
)
|
|
1974 / 2007
|
|
2003
|
||||||||
2300-2386 East Walnut Ave.
|
|
Fullerton, CA
|
|
--
|
(3)
|
6,817
|
|
|
6,089
|
|
|
727
|
|
|
6,817
|
|
|
6,816
|
|
|
13,633
|
|
|
(3,026
|
)
|
|
1985-1986 / 2005
|
|
2004
|
|||||||||
15140 & 15148 Bledsoe St., 13065 - 13081 Bradley Ave.
|
|
Sylmar, CA
|
|
--
|
|
|
2,525
|
|
|
3,380
|
|
|
5,631
|
|
|
2,525
|
|
|
9,011
|
|
|
11,536
|
|
|
(2,770
|
)
|
|
1969, 2008 / 2006
|
|
2004
|
||||||||
28340 - 28400 Avenue Crocker
|
|
Valencia, CA
|
|
--
|
|
|
2,666
|
|
|
3,343
|
|
|
2,760
|
|
|
2,666
|
|
|
6,103
|
|
|
8,769
|
|
|
(2,094
|
)
|
|
1987 / 2006 / 2015
|
|
2004
|
||||||||
21-29 West Easy St.
|
|
Simi Valley, CA
|
|
--
|
|
|
2,346
|
|
|
4,522
|
|
|
1,394
|
|
|
2,346
|
|
|
5,916
|
|
|
8,262
|
|
|
(2,302
|
)
|
|
1991 / 2006
|
|
2004
|
||||||||
10439-10477 Roselle St.
|
|
San Diego, CA
|
|
--
|
|
|
4,711
|
|
|
3,199
|
|
|
115
|
|
|
4,711
|
|
|
3,314
|
|
|
8,025
|
|
|
(344
|
)
|
|
1970 / 2007
|
|
2013
|
||||||||
12345 First American Way
|
|
Poway, CA
|
|
--
|
|
|
2,469
|
|
|
2,489
|
|
|
2,757
|
|
|
800
|
|
|
3,715
|
|
|
4,515
|
|
|
(1,381
|
)
|
|
2002 / 2007
|
|
2005
|
||||||||
1631 N. Placentia Ave., 2350 - 2384 E. Orangethorpe Ave.
|
|
Anaheim, CA
|
|
--
|
|
|
4,893
|
|
|
1,386
|
|
|
987
|
|
|
4,893
|
|
|
2,373
|
|
|
7,266
|
|
|
(973
|
)
|
|
1973 / 2007
|
|
2005
|
||||||||
2575 Pioneer Ave.
|
|
Vista, CA
|
|
--
|
|
|
1,784
|
|
|
2,974
|
|
|
1,775
|
|
|
1,784
|
|
|
4,749
|
|
|
6,533
|
|
|
(1,799
|
)
|
|
1988 / 2006
|
|
2004
|
||||||||
311, 319, 329 & 333 157th St.
|
|
Gardena, CA
|
|
--
|
|
|
3,100
|
|
|
786
|
|
|
1,207
|
|
|
3,100
|
|
|
1,993
|
|
|
5,093
|
|
|
(823
|
)
|
|
1960-1971 / 2006-2011
|
|
2006
|
||||||||
9641 - 9657 Santa Fe Springs Rd.
|
|
Santa Fe Springs, CA
|
|
--
|
|
|
3,740
|
|
|
260
|
|
|
6,878
|
|
|
3,740
|
|
|
7,138
|
|
|
10,878
|
|
|
(1,463
|
)
|
|
1982 / 2009
|
|
2006
|
||||||||
28159 Avenue Stanford
|
|
Valencia, CA
|
|
--
|
|
|
1,849
|
|
|
6,776
|
|
|
3,172
|
|
|
1,849
|
|
|
9,948
|
|
|
11,797
|
|
|
(3,252
|
)
|
|
1987 / 2008 / 2015
|
|
2006
|
||||||||
15715 Arrow Highway
|
|
Irwindale, CA
|
|
--
|
(3)
|
3,604
|
|
|
5,056
|
|
|
(84
|
)
|
|
3,604
|
|
|
4,972
|
|
|
8,576
|
|
|
(1,851
|
)
|
|
1989
|
|
2006
|
|||||||||
2431-2465 Impala Dr.
|
|
Carlsbad, CA
|
|
--
|
|
|
5,470
|
|
|
7,308
|
|
|
2,712
|
|
|
5,470
|
|
|
10,020
|
|
|
15,490
|
|
|
(3,421
|
)
|
|
1983 / 2006
|
|
2006
|
|
|
|
|
|
|
Initial Cost
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amounts at Which Carried at Close of Period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Address
|
|
Location
|
|
Encumbrances
|
|
Land
|
|
Building and Improvements
|
|
Building and Improvements
|
|
Land
(1)
|
|
Building & Improvements
(1)
|
|
Total
|
|
Accumulated Depreciation
(2)
|
|
Year Build / Year Renovated
|
|
Year Acquired
|
||||||||||||||||
6200 & 6300 Yarrow Dr.
|
|
Carlsbad, CA
|
|
--
|
|
|
5,001
|
|
|
7,658
|
|
|
3,105
|
|
|
5,001
|
|
|
10,763
|
|
|
15,764
|
|
|
(4,263
|
)
|
|
1977-1988 / 2006
|
|
2005
|
||||||||
6231 & 6241 Yarrow Dr.
|
|
Carlsbad, CA
|
|
--
|
|
|
3,473
|
|
|
5,119
|
|
|
954
|
|
|
3,473
|
|
|
6,073
|
|
|
9,546
|
|
|
(2,463
|
)
|
|
1977 / 2006
|
|
2006
|
||||||||
9160 - 9220 Cleveland Ave., 10860 6th St.
|
|
Rancho Cucamonga, CA
|
|
--
|
|
|
3,647
|
|
|
11,867
|
|
|
2,187
|
|
|
3,647
|
|
|
14,054
|
|
|
17,701
|
|
|
(6,058
|
)
|
|
1988-1989 / 2006
|
|
2006
|
||||||||
9375 Archibald Ave.
|
|
Rancho Cucamonga, CA
|
|
--
|
|
|
3,572
|
|
|
3,239
|
|
|
1,960
|
|
|
1,808
|
|
|
3,776
|
|
|
5,584
|
|
|
(1,415
|
)
|
|
1980 / 2007
|
|
2007
|
||||||||
18118-18120 S. Broadway
|
|
Carson, CA
|
|
--
|
|
|
3,013
|
|
|
2,161
|
|
|
286
|
|
|
3,013
|
|
|
2,447
|
|
|
5,460
|
|
|
(325
|
)
|
|
1957 / 1989
|
|
2013
|
||||||||
6010 Paramount Ave., 2708 Seaboard Lane
|
|
Long Beach, CA
|
|
--
|
|
|
1,004
|
|
|
175
|
|
|
634
|
|
|
1,004
|
|
|
809
|
|
|
1,813
|
|
|
(292
|
)
|
|
1981-1982
|
|
2007
|
||||||||
901 W. Alameda Ave.
|
|
Burbank, CA
|
|
--
|
|
|
6,304
|
|
|
2,996
|
|
|
4,889
|
|
|
6,304
|
|
|
7,885
|
|
|
14,189
|
|
|
(2,751
|
)
|
|
1969 / 2009
|
|
2007
|
||||||||
1938-1946 E. 46th St.
|
|
Vernon, CA
|
|
--
|
|
|
7,015
|
|
|
7,078
|
|
|
1,388
|
|
|
7,015
|
|
|
8,466
|
|
|
15,481
|
|
|
(2,567
|
)
|
|
1961, 1983 / 2008-2010
|
|
2007
|
||||||||
700 Allen Ave., 1840 Dana St., & 1830 Flower
|
|
Glendale, CA
|
|
--
|
|
|
4,845
|
|
|
1,163
|
|
|
2,131
|
|
|
4,845
|
|
|
3,294
|
|
|
8,139
|
|
|
(436
|
)
|
|
1949, 1961 / 2011-2012
|
|
2008
|
||||||||
89-91 N. San Gabriel Blvd., 2670-2674 Walnut Ave., 2675 Nina St.
|
|
Pasadena, CA
|
|
--
|
|
|
1,759
|
|
|
2,834
|
|
|
1,863
|
|
|
1,759
|
|
|
4,697
|
|
|
6,456
|
|
|
(1,211
|
)
|
|
1947, 1985 / 2009
|
|
2008
|
||||||||
9220-9268 Hall Rd.
|
|
Downey, CA
|
|
--
|
|
|
6,974
|
|
|
2,902
|
|
|
117
|
|
|
6,974
|
|
|
3,019
|
|
|
9,993
|
|
|
(910
|
)
|
|
2008
|
|
2009
|
||||||||
131 W. 33rd St.
|
|
National City, CA
|
|
--
|
|
|
2,390
|
|
|
5,029
|
|
|
290
|
|
|
2,390
|
|
|
5,319
|
|
|
7,709
|
|
|
(1,967
|
)
|
|
1969 / 2008
|
|
2006
|
||||||||
5803 Newton Dr.
|
|
Carlsbad, CA
|
|
--
|
|
|
3,152
|
|
|
7,155
|
|
|
1,589
|
|
|
1,692
|
|
|
5,624
|
|
|
7,316
|
|
|
(2,153
|
)
|
|
1997-1999 / 2009
|
|
2007
|
||||||||
929, 935, 939 & 951 Poinsettia Ave.
|
|
Vista, CA
|
|
--
|
|
|
4,453
|
|
|
5,900
|
|
|
643
|
|
|
2,830
|
|
|
4,581
|
|
|
7,411
|
|
|
(1,610
|
)
|
|
1989 / 2007
|
|
2008
|
||||||||
200-220 South Grand Ave.
|
|
Santa Ana, CA
|
|
--
|
|
|
2,579
|
|
|
667
|
|
|
217
|
|
|
2,371
|
|
|
838
|
|
|
3,209
|
|
|
(276
|
)
|
|
1973 / 2008
|
|
2007
|
||||||||
3720-3750 W. Warner Ave.
|
|
Santa Ana, CA
|
|
--
|
|
|
3,028
|
|
|
1,058
|
|
|
607
|
|
|
3,028
|
|
|
1,665
|
|
|
4,693
|
|
|
(595
|
)
|
|
1973 / 2008
|
|
2007
|
||||||||
6750 Unit B-C - 6780 Central Ave.
|
|
Riverside, CA
|
|
--
|
|
|
3,323
|
|
|
1,118
|
|
|
1,187
|
|
|
1,441
|
|
|
1,781
|
|
|
3,222
|
|
|
(754
|
)
|
|
1978
|
|
2007
|
||||||||
77-700 Enfield Lane
|
|
Palm Desert, CA
|
|
--
|
|
|
1,110
|
|
|
1,189
|
|
|
209
|
|
|
397
|
|
|
691
|
|
|
1,088
|
|
|
(317
|
)
|
|
1990
|
|
2007
|
||||||||
1050 Arroyo Ave.
|
|
San Fernando, CA
|
|
--
|
|
|
3,092
|
|
|
1,900
|
|
|
2
|
|
|
3,092
|
|
|
1,902
|
|
|
4,994
|
|
|
(271
|
)
|
|
1969 / 2012
|
|
2010
|
||||||||
600-650 South Grand Ave.
|
|
Santa Ana, CA
|
|
--
|
|
|
4,298
|
|
|
5,075
|
|
|
286
|
|
|
4,298
|
|
|
5,361
|
|
|
9,659
|
|
|
(566
|
)
|
|
1988
|
|
2010
|
||||||||
121-125 N. Vinedo Ave.
|
|
Pasadena, CA
|
|
--
|
|
|
3,481
|
|
|
3,530
|
|
|
1
|
|
|
3,481
|
|
|
3,531
|
|
|
7,012
|
|
|
(494
|
)
|
|
1953 / 1993
|
|
2011
|
||||||||
3441 West MacArthur Blvd.
|
|
Santa Ana, CA
|
|
--
|
|
|
4,179
|
|
|
5,358
|
|
|
5
|
|
|
4,179
|
|
|
5,363
|
|
|
9,542
|
|
|
(517
|
)
|
|
1973
|
|
2011
|
|
|
|
|
|
|
Initial Cost
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amounts at Which Carried at Close of Period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Address
|
|
Location
|
|
Encumbrances
|
|
Land
|
|
Building and Improvements
|
|
Building and Improvements
|
|
Land
(1)
|
|
Building & Improvements
(1)
|
|
Total
|
|
Accumulated Depreciation
(2)
|
|
Year Build / Year Renovated
|
|
Year Acquired
|
||||||||||||||||
6701 & 6711 Odessa Ave.
|
|
Van Nuys, CA
|
|
--
|
|
|
1,582
|
|
|
1,856
|
|
|
90
|
|
|
1,582
|
|
|
1,946
|
|
|
3,528
|
|
|
(171
|
)
|
|
1970-1972 / 2012
|
|
2011
|
||||||||
13914-13932 Valley Blvd.
|
|
La Puente, CA
|
|
--
|
|
|
2,372
|
|
|
2,431
|
|
|
130
|
|
|
2,372
|
|
|
2,561
|
|
|
4,933
|
|
|
(289
|
)
|
|
1978, 1988 / 2012
|
|
2011
|
||||||||
10700 Jersey Blvd.
|
|
Rancho Cucamonga, CA
|
|
--
|
|
|
3,158
|
|
|
4,860
|
|
|
228
|
|
|
3,158
|
|
|
5,088
|
|
|
8,246
|
|
|
(574
|
)
|
|
1988-1989
|
|
2011
|
||||||||
15705, 15709 Arrow Highway & 5220 Fourth St.
|
|
Irwindale, CA
|
|
--
|
|
|
3,608
|
|
|
2,699
|
|
|
82
|
|
|
3,608
|
|
|
2,781
|
|
|
6,389
|
|
|
(310
|
)
|
|
1987
|
|
2011
|
||||||||
20920-20950 Normandie Ave.
|
|
Torrance, CA
|
|
--
|
|
|
3,253
|
|
|
1,605
|
|
|
134
|
|
|
3,253
|
|
|
1,739
|
|
|
4,992
|
|
|
(192
|
)
|
|
1989
|
|
2011
|
||||||||
14944, 14946, 14948 Shoemaker Ave.
|
|
Santa Fe Springs, CA
|
|
--
|
|
|
3,720
|
|
|
2,641
|
|
|
290
|
|
|
3,720
|
|
|
2,931
|
|
|
6,651
|
|
|
(349
|
)
|
|
1978 / 2012
|
|
2011
|
||||||||
6423-6431 & 6407-6119 Alondra Blvd.
|
|
Paramount, CA
|
|
--
|
|
|
1,396
|
|
|
925
|
|
|
7
|
|
|
1,396
|
|
|
932
|
|
|
2,328
|
|
|
(113
|
)
|
|
1986
|
|
2011
|
||||||||
1400 S. Campus Ave.
|
|
Ontario, CA
|
|
--
|
|
|
3,266
|
|
|
2,961
|
|
|
2
|
|
|
3,266
|
|
|
2,963
|
|
|
6,229
|
|
|
(1,262
|
)
|
|
1964-1966, 1973, 1987
|
|
2012
|
||||||||
15041 Calvert St.
|
|
Van Nuys, CA
|
|
--
|
|
|
4,096
|
|
|
1,570
|
|
|
2
|
|
|
4,096
|
|
|
1,572
|
|
|
5,668
|
|
|
(179
|
)
|
|
1971
|
|
2012
|
||||||||
701 Del Norte Blvd.
|
|
Oxnard, CA
|
|
--
|
|
|
3,082
|
|
|
6,230
|
|
|
47
|
|
|
3,082
|
|
|
6,277
|
|
|
9,359
|
|
|
(667
|
)
|
|
2000
|
|
2012
|
||||||||
3350 Tyburn St., 3332, 3334, 3360, 3368, 3370, 3378, 3380, 3410, 3424 N. San Fernando Rd.
|
|
Los Angeles, CA
|
|
--
|
|
|
17,978
|
|
|
39,471
|
|
|
1,124
|
|
|
17,978
|
|
|
40,595
|
|
|
58,573
|
|
|
(3,937
|
)
|
|
1966, 1992, 1993, 1994
|
|
2013
|
||||||||
8900-8980 Benson Ave., 5637 Arrow Highway
|
|
Montclair, CA
|
|
--
|
|
|
2,285
|
|
|
4,778
|
|
|
597
|
|
|
2,285
|
|
|
5,375
|
|
|
7,660
|
|
|
(588
|
)
|
|
1974
|
|
2013
|
||||||||
1661 240th St.
|
|
Los Angeles, CA
|
|
--
|
|
|
3,043
|
|
|
2,550
|
|
|
3,609
|
|
|
3,043
|
|
|
6,159
|
|
|
9,202
|
|
|
(405
|
)
|
|
1975 / 1995
|
|
2013
|
||||||||
8101-8117 Orion Ave.
|
|
Van Nuys, CA
|
|
--
|
|
|
1,389
|
|
|
3,872
|
|
|
125
|
|
|
1,389
|
|
|
3,997
|
|
|
5,386
|
|
|
(410
|
)
|
|
1978
|
|
2013
|
||||||||
18310-18330 Oxnard St.
|
|
Tarzana, CA
|
|
--
|
|
|
2,497
|
|
|
5,494
|
|
|
615
|
|
|
2,497
|
|
|
6,109
|
|
|
8,606
|
|
|
(623
|
)
|
|
1973
|
|
2013
|
||||||||
22343-22349 La Palma Ave.
|
|
Yorba Linda, CA
|
|
--
|
|
|
6,087
|
|
|
5,984
|
|
|
286
|
|
|
6,087
|
|
|
6,270
|
|
|
12,357
|
|
|
(617
|
)
|
|
1988
|
|
2013
|
||||||||
1100-1170 Gilbert St. & 2353-2373 La Palma Ave.
|
|
Anaheim, CA
|
|
2,891
|
|
(4)
|
4,582
|
|
|
5,135
|
|
|
193
|
|
|
4,582
|
|
|
5,328
|
|
|
9,910
|
|
|
(644
|
)
|
|
1972 / 1990 / 2013
|
|
2013
|
||||||||
280 Bonita Ave., 2743 Thompson Creek Rd.
|
|
Pomona, CA
|
|
--
|
|
|
8,001
|
|
|
17,734
|
|
|
9
|
|
|
8,001
|
|
|
17,743
|
|
|
25,744
|
|
|
(1,358
|
)
|
|
1983
|
|
2013
|
||||||||
2950 Madera Rd.
|
|
Simi Valley, CA
|
|
--
|
|
(3)
|
3,601
|
|
|
8,033
|
|
|
2
|
|
|
3,601
|
|
|
8,035
|
|
|
11,636
|
|
|
(615
|
)
|
|
1988 / 2005
|
|
2013
|
||||||||
10635 Vanowen St.
|
|
Burbank, CA
|
|
--
|
|
|
1,517
|
|
|
1,833
|
|
|
427
|
|
|
1,517
|
|
|
2,260
|
|
|
3,777
|
|
|
(175
|
)
|
|
1977
|
|
2013
|
||||||||
7110 Rosecrans Ave.
|
|
Paramount, CA
|
|
--
|
|
|
3,117
|
|
|
1,894
|
|
|
870
|
|
|
3,117
|
|
|
2,764
|
|
|
5,881
|
|
|
(159
|
)
|
|
1972 / 2015
|
|
2014
|
|
|
|
|
|
|
Initial Cost
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amounts at Which Carried at Close of Period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Address
|
|
Location
|
|
Encumbrances
|
|
Land
|
|
Building and Improvements
|
|
Building and Improvements
|
|
Land
(1)
|
|
Building & Improvements
(1)
|
|
Total
|
|
Accumulated Depreciation
(2)
|
|
Year Build / Year Renovated
|
|
Year Acquired
|
||||||||||||||||
14723-14825 Oxnard St.
|
|
Van Nuys, CA
|
|
--
|
|
|
4,458
|
|
|
3,948
|
|
|
1,010
|
|
|
4,458
|
|
|
4,958
|
|
|
9,416
|
|
|
(331
|
)
|
|
1964 / 1968
|
|
2014
|
||||||||
845, 855, 865 S Milliken Ave & 4317, 4319 Santa Ana St.
|
|
Ontario, CA
|
|
--
|
|
|
2,260
|
|
|
6,043
|
|
|
142
|
|
|
2,260
|
|
|
6,185
|
|
|
8,445
|
|
|
(595
|
)
|
|
1985
|
|
2014
|
||||||||
1500-1510 W. 228th St.
|
|
Torrance, CA
|
|
--
|
|
|
2,428
|
|
|
4,271
|
|
|
815
|
|
|
2,428
|
|
|
5,086
|
|
|
7,514
|
|
|
(325
|
)
|
|
1963 / 1968
|
|
2014
|
||||||||
24105 Frampton Ave.
|
|
Torrance, CA
|
|
--
|
|
|
2,315
|
|
|
1,553
|
|
|
285
|
|
|
2,315
|
|
|
1,838
|
|
|
4,153
|
|
|
(50
|
)
|
|
1974
|
|
2014
|
||||||||
1700 Saturn Way
|
|
Seal Beach, CA
|
|
--
|
|
|
7,935
|
|
|
10,525
|
|
|
—
|
|
|
7,935
|
|
|
10,525
|
|
|
18,460
|
|
|
(702
|
)
|
|
2006
|
|
2014
|
||||||||
2980 & 2990 N San Fernando Road
|
|
Burbank, CA
|
|
--
|
|
|
6,373
|
|
|
7,356
|
|
|
257
|
|
|
6,373
|
|
|
7,613
|
|
|
13,986
|
|
|
(616
|
)
|
|
1950 / 2004
|
|
2014
|
||||||||
20531 Crescent Bay Dr.
|
|
Lake Forest, CA
|
|
--
|
|
|
2,181
|
|
|
4,012
|
|
|
4
|
|
|
2,181
|
|
|
4,016
|
|
|
6,197
|
|
|
(307
|
)
|
|
1998
|
|
2014
|
||||||||
2610 & 2701 S. Birch Street
|
|
Santa Ana, CA
|
|
--
|
|
|
9,305
|
|
|
2,115
|
|
|
3,032
|
|
|
9,305
|
|
|
5,147
|
|
|
14,452
|
|
|
(70
|
)
|
|
1965 / 2015
|
|
2014
|
||||||||
710 South Dupont Avenue & 4051 Santa Ana Street
|
|
Ontario, CA
|
|
--
|
|
|
3,725
|
|
|
6,145
|
|
|
29
|
|
|
3,725
|
|
|
6,174
|
|
|
9,899
|
|
|
(411
|
)
|
|
2001
|
|
2014
|
||||||||
9755 Distribution Ave.
|
|
San Diego, CA
|
|
--
|
|
|
1,863
|
|
|
3,211
|
|
|
39
|
|
|
1,863
|
|
|
3,250
|
|
|
5,113
|
|
|
(319
|
)
|
|
1974
|
|
2014
|
||||||||
9855 Distribution Ave
|
|
San Diego, CA
|
|
--
|
|
|
2,733
|
|
|
5,041
|
|
|
13
|
|
|
2,733
|
|
|
5,054
|
|
|
7,787
|
|
|
(339
|
)
|
|
1983
|
|
2014
|
||||||||
9340 Cabot Drive
|
|
San Diego, CA
|
|
--
|
|
|
4,311
|
|
|
6,126
|
|
|
41
|
|
|
4,311
|
|
|
6,167
|
|
|
10,478
|
|
|
(423
|
)
|
|
1975 / 1976
|
|
2014
|
||||||||
9404 Cabot Drive
|
|
San Diego, CA
|
|
--
|
|
|
2,413
|
|
|
3,451
|
|
|
4
|
|
|
2,413
|
|
|
3,455
|
|
|
5,868
|
|
|
(247
|
)
|
|
1975 / 1976
|
|
2014
|
||||||||
9455 Cabot Drive
|
|
San Diego, CA
|
|
--
|
|
|
4,423
|
|
|
6,799
|
|
|
238
|
|
|
4,423
|
|
|
7,037
|
|
|
11,460
|
|
|
(475
|
)
|
|
1975 / 1976
|
|
2014
|
||||||||
14955-14971 E Salt Lake Ave
|
|
City of Industry, CA
|
|
--
|
|
|
5,125
|
|
|
5,009
|
|
|
533
|
|
|
5,125
|
|
|
5,542
|
|
|
10,667
|
|
|
(360
|
)
|
|
1979
|
|
2014
|
||||||||
5235 East Hunter Ave.
|
|
Anaheim, CA
|
|
--
|
|
|
5,240
|
|
|
5,065
|
|
|
35
|
|
|
5,240
|
|
|
5,100
|
|
|
10,340
|
|
|
(630
|
)
|
|
1987
|
|
2014
|
||||||||
3880 West Valley Blvd.
|
|
Pomona, CA
|
|
--
|
|
|
3,982
|
|
|
4,796
|
|
|
—
|
|
|
3,982
|
|
|
4,796
|
|
|
8,778
|
|
|
(591
|
)
|
|
1980
|
|
2014
|
||||||||
1601 Alton Pkwy.
|
|
Irvine, CA
|
|
--
|
|
|
7,638
|
|
|
4,946
|
|
|
704
|
|
|
7,638
|
|
|
5,650
|
|
|
13,288
|
|
|
(308
|
)
|
|
1974
|
|
2014
|
||||||||
3116 W. Avenue 32
|
|
Los Angeles, CA
|
|
--
|
|
|
3,761
|
|
|
6,729
|
|
|
868
|
|
|
3,761
|
|
|
7,597
|
|
|
11,358
|
|
|
(417
|
)
|
|
1974
|
|
2014
|
||||||||
21040 Nordoff Street; 9035 Independence Avenue; 21019 - 21045 Osborne Street
|
|
Chatsworth, CA
|
|
--
|
|
|
7,230
|
|
|
9,058
|
|
|
336
|
|
|
7,230
|
|
|
9,394
|
|
|
16,624
|
|
|
(617
|
)
|
|
1979 / 1980
|
|
2014
|
||||||||
24935 & 24955 Avenue Kearny
|
|
Santa Clarita, CA
|
|
--
|
|
|
4,773
|
|
|
5,970
|
|
|
413
|
|
|
4,773
|
|
|
6,383
|
|
|
11,156
|
|
|
(556
|
)
|
|
1988
|
|
2014
|
||||||||
605 8th Street
|
|
San Fernando, CA
|
|
--
|
|
|
2,393
|
|
|
2,742
|
|
|
1,686
|
|
|
2,393
|
|
|
4,428
|
|
|
6,821
|
|
|
(60
|
)
|
|
1991 / 2015
|
|
2014
|
|
|
|
|
|
|
Initial Cost
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amounts at Which Carried at Close of Period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Address
|
|
Location
|
|
Encumbrances
|
|
Land
|
|
Building and Improvements
|
|
Building and Improvements
|
|
Land
(1)
|
|
Building & Improvements
(1)
|
|
Total
|
|
Accumulated Depreciation
(2)
|
|
Year Build / Year Renovated
|
|
Year Acquired
|
||||||||||||||||
9120 Mason Ave.
|
|
Chatsworth, CA
|
|
--
|
|
|
9,224
|
|
|
19,346
|
|
|
—
|
|
|
9,224
|
|
|
19,346
|
|
|
28,570
|
|
|
(999
|
)
|
|
1967 / 1999
|
|
2014
|
||||||||
7900 Nelson Rd.
|
|
Los Angeles, CA
|
|
--
|
|
|
8,495
|
|
|
15,948
|
|
|
1,410
|
|
|
8,495
|
|
|
17,358
|
|
|
25,853
|
|
|
(644
|
)
|
|
1998 / 2015
|
|
2014
|
||||||||
679-691 S Anderson St.
|
|
Los Angeles, CA
|
|
--
|
|
|
1,723
|
|
|
4,767
|
|
|
52
|
|
|
1,723
|
|
|
4,819
|
|
|
6,542
|
|
|
(190
|
)
|
|
1992
|
|
2014
|
||||||||
10509 Business Drive
|
|
Fontana, CA
|
|
--
|
|
|
3,505
|
|
|
5,237
|
|
|
85
|
|
|
3,505
|
|
|
5,322
|
|
|
8,827
|
|
|
(257
|
)
|
|
1989
|
|
2014
|
||||||||
13231 Slover Avenue
|
|
Fontana, CA
|
|
--
|
|
|
2,812
|
|
|
4,739
|
|
|
47
|
|
|
2,812
|
|
|
4,786
|
|
|
7,598
|
|
|
(232
|
)
|
|
1990
|
|
2014
|
||||||||
240 W Ivy Avenue
|
|
Inglewood, CA
|
|
--
|
|
|
2,064
|
|
|
3,675
|
|
|
56
|
|
|
2,064
|
|
|
3,731
|
|
|
5,795
|
|
|
(174
|
)
|
|
1981
|
|
2014
|
||||||||
3000 Paseo Mercado, 3120-3150 Paseo Mercado
|
|
Oxnard, CA
|
|
--
|
|
|
2,616
|
|
|
8,311
|
|
|
50
|
|
|
2,616
|
|
|
8,361
|
|
|
10,977
|
|
|
(423
|
)
|
|
1988
|
|
2014
|
||||||||
2350-2380 Eastman Ave
|
|
Oxnard, CA
|
|
--
|
|
|
1,805
|
|
|
3,856
|
|
|
4
|
|
|
1,805
|
|
|
3,860
|
|
|
5,665
|
|
|
(263
|
)
|
|
2003
|
|
2014
|
||||||||
1800 Eastman Ave
|
|
Oxnard, CA
|
|
--
|
|
|
842
|
|
|
2,209
|
|
|
—
|
|
|
842
|
|
|
2,209
|
|
|
3,051
|
|
|
(153
|
)
|
|
2009
|
|
2014
|
||||||||
2360-2364 E. Sturgis Road
|
|
Oxnard, CA
|
|
--
|
|
|
1,128
|
|
|
2,726
|
|
|
146
|
|
|
1,128
|
|
|
2,872
|
|
|
4,000
|
|
|
(146
|
)
|
|
1989
|
|
2014
|
||||||||
201 Rice Ave. & 2400-2420 Celsius
|
|
Oxnard, CA
|
|
--
|
|
|
3,487
|
|
|
9,589
|
|
|
26
|
|
|
3,487
|
|
|
9,615
|
|
|
13,102
|
|
|
(490
|
)
|
|
2008
|
|
2014
|
||||||||
11120, 11160, 11200 Hindry Ave
|
|
Los Angeles, CA
|
|
--
|
|
|
3,478
|
|
|
7,834
|
|
|
137
|
|
|
3,478
|
|
|
7,971
|
|
|
11,449
|
|
|
(355
|
)
|
|
1992 / 1994
|
|
2014
|
||||||||
6970-7170 & 7310-7374 Convoy Ct.
|
|
San Diego, CA
|
|
--
|
|
|
10,805
|
|
|
18,426
|
|
|
493
|
|
|
10,805
|
|
|
18,919
|
|
|
29,724
|
|
|
(934
|
)
|
|
1971
|
|
2014
|
||||||||
12907 Imperial Highway
|
|
Santa Fe Springs, CA
|
|
5,602
|
|
(5)
|
5,462
|
|
|
6,678
|
|
|
—
|
|
|
5,462
|
|
|
6,678
|
|
|
12,140
|
|
|
(250
|
)
|
|
1997
|
|
2015
|
||||||||
8902-8940 Activity Rd
|
|
San Diego, CA
|
|
--
|
|
|
9,427
|
|
|
8,103
|
|
|
56
|
|
|
9,427
|
|
|
8,159
|
|
|
17,586
|
|
|
(394
|
)
|
|
1987 / 1997
|
|
2015
|
||||||||
1210 N Red Gum St
|
|
Anaheim, CA
|
|
--
|
|
|
3,326
|
|
|
4,020
|
|
|
111
|
|
|
3,326
|
|
|
4,131
|
|
|
7,457
|
|
|
(170
|
)
|
|
1985
|
|
2015
|
||||||||
9401 De Soto Ave
|
|
Chatsworth, CA
|
|
--
|
|
|
6,352
|
|
|
7,764
|
|
|
1,862
|
|
|
6,352
|
|
|
9,626
|
|
|
15,978
|
|
|
—
|
|
|
1983
|
|
2015
|
||||||||
9615 Norwalk Blvd.
|
|
Santa Fe Springs, CA
|
|
--
|
|
|
8,508
|
|
|
1,134
|
|
|
81
|
|
|
8,508
|
|
|
1,215
|
|
|
9,723
|
|
|
(53
|
)
|
|
1975
|
|
2015
|
||||||||
16221 Arthur St.
|
|
Cerritos, CA
|
|
--
|
|
|
2,979
|
|
|
3,204
|
|
|
96
|
|
|
2,979
|
|
|
3,300
|
|
|
6,279
|
|
|
(87
|
)
|
|
1979
|
|
2015
|
||||||||
2588 & 2605 Industry Way
|
|
Lynwood, CA
|
|
--
|
|
|
8,738
|
|
|
9,415
|
|
|
—
|
|
|
8,738
|
|
|
9,415
|
|
|
18,153
|
|
|
(271
|
)
|
|
1969 / 1971
|
|
2015
|
||||||||
425 S. Hacienda Blvd.
|
|
City of Industry, CA
|
|
--
|
|
|
4,010
|
|
|
3,050
|
|
|
—
|
|
|
4,010
|
|
|
3,050
|
|
|
7,060
|
|
|
(90
|
)
|
|
1997
|
|
2015
|
||||||||
6700 S Alameda St.
|
|
Huntington Park, CA
|
|
--
|
|
|
3,502
|
|
|
9,279
|
|
|
222
|
|
|
3,502
|
|
|
9,501
|
|
|
13,003
|
|
|
(238
|
)
|
|
1990 / 2008
|
|
2015
|
||||||||
12720-12860 Danielson Ct.
|
|
Poway, CA
|
|
--
|
|
|
6,902
|
|
|
8,949
|
|
|
22
|
|
|
6,902
|
|
|
8,971
|
|
|
15,873
|
|
|
(300
|
)
|
|
1999
|
|
2015
|
||||||||
10950 Norwalk Blvd & 12241 Lakeland Rd.
|
|
Santa Fe Springs, CA
|
|
--
|
|
|
3,446
|
|
|
1,241
|
|
|
35
|
|
|
3,446
|
|
|
1,276
|
|
|
4,722
|
|
|
(33
|
)
|
|
1982
|
|
2015
|
||||||||
610-760 W Hueneme Rd & 5651-5721 Perkins Rd
|
|
Oxnard, CA
|
|
--
|
|
|
3,310
|
|
|
5,806
|
|
|
110
|
|
|
3,310
|
|
|
5,916
|
|
|
9,226
|
|
|
(128
|
)
|
|
1985
|
|
2015
|
(1)
|
During 2009, we recorded impairment charges totaling
$19.6 million
in continuing operations (of which
$18.6 million
relates to properties still owned by us) to write down our investments in real estate to fair value. Of the
$18.6 million
,
$9.3 million
is included as a reduction of “Land” in the table above, with the remaining
$9.3 million
included as a reduction of “Buildings and Improvements”.
|
(2)
|
The depreciable life for buildings and improvements ranges from
10
-
30 years
for buildings,
5
-
20 years
for site improvements, and the shorter of the estimated useful life or respective lease term for tenant improvements.
|
(3)
|
These 6 properties secure a
$60.0 million
term loan.
|
(4)
|
Includes unamortized discount and deferred loan costs of
$0.2 million
.
|
(5)
|
Includes unamortized premium and deferred loan costs of
$0.3 million
.
|
(6)
|
Includes unamortized premium of $
0.3 million
.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, Beginning of Year
|
$
|
930,462
|
|
|
$
|
555,433
|
|
|
$
|
397,597
|
|
Acquisition of Investment in Real Estate
|
235,948
|
|
|
375,422
|
|
|
148,811
|
|
|||
Construction Costs and Improvements
|
22,841
|
|
|
14,485
|
|
|
3,802
|
|
|||
Step-up in Basis Adjustment
|
—
|
|
|
—
|
|
|
28,070
|
|
|||
Disposition of Investment in Real Estate
|
—
|
|
|
(14,816
|
)
|
|
(20,275
|
)
|
|||
Write-off of Fully Depreciated Assets
|
(485
|
)
|
|
(62
|
)
|
|
(2,572
|
)
|
|||
Balance, End of Year
|
$
|
1,188,766
|
|
|
$
|
930,462
|
|
|
$
|
555,433
|
|
|
Year Ended Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, Beginning of Year
|
$
|
(76,884
|
)
|
|
$
|
(60,898
|
)
|
|
$
|
(60,574
|
)
|
Depreciation of Investment in Real Estate
|
(27,224
|
)
|
|
(18,042
|
)
|
|
(11,288
|
)
|
|||
Step-up in Basis Adjustment
|
—
|
|
|
—
|
|
|
4,357
|
|
|||
Disposition of Investment in Real Estate
|
—
|
|
|
1,994
|
|
|
4,035
|
|
|||
Write-off of Fully Depreciated Assets
|
485
|
|
|
62
|
|
|
2,572
|
|
|||
Balance, End of Year
|
$
|
(103,623
|
)
|
|
$
|
(76,884
|
)
|
|
$
|
(60,898
|
)
|
“GUARANTOR”
|
|
|
/s/ JAMES R. HOPPER
|
JAMES R. HOPPER, an individual
|
|
|
/s/ STEVE SCHARMANN
|
STEVE SCHARMANN, an individual
|
|
|
/s/ JAMES SHAY REDMOND
|
JAMES SHAY REDMOND, an individual
|
|
|
/s/ JAMES CARR
|
JAMES CARR, an individual
|
|
|
/s/ DOUGLAS BOOTH
|
DOUGLAS BOOTH, an individual
|
|
|
/s/ MILTON MIYASHIRO
|
MILTON MIYASHIRO, an individual
|
|
|
/s/ EDWARD YOON
|
EDWARD YOON, an individual
|
|
|
/s/ RICHARD MEYER
|
RICHARD MEYER, an individual
|
|
|
/s/ DALE WILLIAMSON
|
DALE WILLIAMSON, an individual
|
|
|
/s/ BARRY GERNSTEIN
|
BARRY GERNSTEIN, an individual
|
|
|
/s/ EDWIN MESERVE
|
EDWIN MESERVE, an individual
|
|
|
/s/ JAMES FADELL
|
JAMES FADELL, an individual
|
|
|
/s/ LOURICE FADELL
|
LOURICE FADELL, an individual
|
|
|
/s/ MICHAEL RUCKERSBERG
|
MICHAEL RUCKERSBERG, an individual
|
|
|
/s/ GEORGE DARANY
|
GEORGE DARANY, an individual
|
|
|
/s/ PAUL LOVEJOY
|
PAUL LOVEJOY, an individual
|
|
|
/s/ DANIEL SALEH
|
DANIEL SALEH, an individual
|
CARSON CARR, LLC
|
|
a Delaware limited liability company
|
|
|
|
|
|
By:
|
/s/ James Carr
|
Name:
|
James Carr
|
Its:
|
President
|
|
|
CARSON MESERVE, LLC
|
|
a Delaware limited liability company
|
|
|
|
|
|
By:
|
/s/ Edwin Meserve
|
Name:
|
Edwin Meserve
|
Its:
|
President
|
|
|
CARSON MIYASHIRO, LLC
|
|
a Delaware limited liability company
|
|
|
|
|
|
By:
|
/s/ Milton Miyashiro
|
Name:
|
Milton Miyashiro
|
Its:
|
President
|
|
|
CARSON DARANY, LLC
|
|
a Delaware limited liability company
|
|
|
|
|
|
By:
|
/s/ George G. Darany
|
Name:
|
George G. Darany
|
Its:
|
President
|
Prepayment Period
|
|
Premium (% of the then outstanding Note balance)
|
Date of this Note through January 30, 2016
|
|
15.00%
|
February 1, 2016 through January 30, 2017
|
|
the greater of (a) the Yield Maintenance and (b) one percent (1.00%) of the principal amount of the Loan being prepaid
|
February 1, 2017 through January 30, 2018
|
|
2.00%
|
February 1, 2018 through October 31, 2018
|
|
1.00%
|
November 1, 2018 through Maturity Date
|
|
None
|
Prepayment Period
|
|
Premium (% of the then outstanding Note balance)
|
February 1, 2019 through January 30, 2021
|
|
15.00%
|
February 1, 2021 through January 30, 2022
|
|
the greater of (a) the Yield Maintenance and (b) one percent (1.00%) of the principal amount of the Loan being prepaid
|
February 1, 2022 through January 30, 2023
|
|
2.00%
|
February 1, 2023 through October 31, 2023
|
|
1.00%
|
November 1, 2023 through Maturity Date
|
|
None
|
J.R.H.
|
Borrower's Initials
|
5.
|
SECURITY.
This Note is secured by a Deed of Trust and UCC Financing Statement/Fixture Filing
("Deed of Trust")
covering property located in Los Angeles County, California. A guaranty (the
"Guaranty")
will also be given to Lender by various guarantors (the
"Guarantors").
|
I.
|
PROPERTY INSURANCE
|
A.
|
DURING CONSTRUCTION (On Perm Loans if the property policy does not include course of construction endorsement then a builder’s risk policy will be required for any repairs or tenant improvements)
|
1.
|
Mortgagee Clause naming Washington Capital Joint Master Trust Mortgage Income Fund (“Lender”) as Mortgagee. In addition, a Lender's Loss Payable Endorsement (438BFU or equivalent) with a Severability of Interest Clause.
|
2.
|
Replacement Cost Endorsement (containing deductibles not exceeding $10,000)
|
3.
|
No Exclusion for Acts of Terrorism.
|
4.
|
No Coinsurance Clause.
|
5.
|
Flood Insurance if any part of the Mortgaged Property is currently or at any time in the future located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any amendment or successor act thereto) in an amount at least equal to the lessor of the outstanding principal amount of the Loan or such other amount that Lender may require.
|
6.
|
Collapse Coverage.
|
7.
|
Any special coverage necessary in connection with use of construction cranes or scaffolding (if not already covered by the applicable sub-contractor).
|
8.
|
Vandalism and Malicious Mischief Coverage.
|
9.
|
Boiler and Machinery Coverage (containing deductibles not exceeding $10,000)
|
10.
|
Ordinance and Law coverage for the value of the undamaged portion, Demolition/Debris removal and Increased Cost of Construction Coverage.
|
11.
|
In-Transit Coverage.
|
12.
|
Soft Cost Endorsement to include delay in opening coverage.
|
13.
|
A Difference in Condition Endorsement (insuring against loss from earthquake and earth movement with a deductible of no greater than 10% of the improved value) if the scenario upper loss (SUL also known as probable maximum loss or PML
90
) exceeds 20%
|
14.
|
Clearly identify the property location or description
|
15.
|
Be written for a term of not less than one year, with premiums prepaid and evidence of premium payment accompanying the binders, policies or certificates of insurance.
|
B.
|
UPON COMPLETION OF THE IMPROVEMENTS OR EXISTING PROPERTY
|
1.
|
Mortgage Clause naming Washington Capital Joint Master Trust Mortgage Income Fund (“Lender”) as Mortgagee. In addition, a Lender's Loss Payable Endorsement (438BFU or equivalent) with a Severability of Interest Clause.
|
2.
|
Replacement Cost Endorsement (containing deductibles not exceeding $10,000)
|
3.
|
No Exclusion for Acts of Terrorism.
|
4.
|
No Coinsurance Clause.
|
5.
|
Boiler and Machinery Coverage (containing deductibles not exceeding $10,000)
|
6.
|
Ordinance and Law coverage for the value of the undamaged portion, Demolition/Debris removal and, Increased Cost of Construction with limits acceptable to Lender if at any time the use or structures are considered legal non-conforming.
|
7.
|
Sprinkler Leakage Coverage.
|
8.
|
Any special coverage necessary in connection with use of construction cranes or scaffolding (if not already covered by the applicable sub-contractor).
|
9.
|
Vandalism and Malicious Mischief Coverage.
|
10.
|
Flood Insurance if any part of the Mortgaged Property is currently or at any time in the future located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any amendment or successor act thereto) in an amount at least equal to the lessor of the outstanding principal amount of the Loan or such other amount that Lender may require.
|
11.
|
Loss of Rents Insurance in an amount of not less than 100% of one year's Rental Value of the Project with extended period of indemnity coverage. "
Rental Value
" shall include:
|
(a)
|
The total projected gross rental income (to include expense reimbursements) from tenant occupancy of the Project as reasonably determined by Lender;
|
(b)
|
The amount of all charges which are the legal obligation of tenants and which would otherwise be the obligation of Borrower; and
|
(c)
|
The fair rental value of any portion of the Project which is occupied by Borrower.
|
12.
|
Collapse Coverage.
|
13.
|
Course of Construction Endorsement or Builder’s Risk policy for construction or improvements to property not covered under property policy.
|
14.
|
A Difference in Condition Endorsement (insuring against loss from earthquake and earth movement with a deductible of no greater than 10% of the improved value) if the scenario upper loss (SUL also known as probable maximum loss or PML
90
) exceeds 20%.
|
15.
|
Extra Expense Coverage.
|
16.
|
Borrower's coverage is primary and non-contributory with any insurance or self-insurance carried by Lender.
|
17.
|
Waiver of Subrogation in favor of Lender.
|
18.
|
Clearly identify the property location or description
|
19.
|
Be written for a term of not less than one year, with premiums prepaid and evidence of premium payment accompanying the binders, policies or certificates of insurance.
|
II.
|
LIABILITY INSURANCE
|
1.
|
$1,000,000 each occurrence limit.
|
2.
|
$2,000,000 general aggregate limit.
|
3.
|
$2,000,000 products-completed operations aggregate limit.
|
4.
|
$5,000,000 minimum excess or umbrella liability coverage.
|
5.
|
Additional Insured Endorsement, in a form acceptable to Lender, naming Washington Capital Joint Master Trust Mortgage Income Fund (“Lender”) and Washington Capital Management, Inc., as an additional insured. The policy must be endorsed to include the following notice provision for the benefit of Lender:
|
6.
|
Contractor's liability and worker's compensation insurance.
|
7.
|
General Contractors and all Subcontractors to carry coverage and limits of liability required of borrower and name Borrower and Lender as an additional insured.
|
8.
|
Liquor liability coverage if alcoholic beverages are sold from or may be consumed at the Mortgaged Property, and containing minimum limits per occurrence of $1,000,000.
|
9.
|
Be written on a per occurrence basis not claims made.
|
10.
|
Clearly identify the property location or description, including any beneficial easement(s) areas where the Borrower has an obligation to carry public liability insurance as set forth in the easement agreement(s), as it may be amended from time to time.
|
11.
|
Be written for a term of not less than one year, with premiums prepaid and evidence of premium payment accompanying the binders, policies or certificates of insurance.
|
III.
|
WRAP INSURANCE
|
IV.
|
WORKER'S COMPENSATION
|
V.
|
GENERAL REQUIREMENTS
|
1.
|
All property policies of insurance required herein must contain an endorsement or agreement by the insurer that any loss will be payable in accordance with the terms of such policy notwithstanding any act or negligence of Borrower or any party holding under Borrower which might otherwise result in forfeiture of said insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim or deductions against Borrower.
|
2.
|
If Lender consents, Borrower may provide any of the required insurance through blanket policies carried by Borrower and covering more than one location, or by policies procured by a party other than the Borrower; provided, however, all such policies must be in form and substance and issued by companies reasonably satisfactory to Lender and there must be a written contractual obligation between the Borrower and the party providing the required insurance. Such blanket policy cannot
|
VI.
|
OTHER COVERAGES
|
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial Realty, Inc. Predecessor
|
||||||||||||||||||||
|
|
Year ended December 31, 2015
|
|
Year ended December 31, 2014
|
|
Period from July 24, 2013 to December 31, 2013
|
|
Period from January 1, 2013 to July 23, 2013
|
|
Year ended December 31, 2012
|
|
Year ended December 31, 2011
|
||||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) from continuing operations before adjustment for income or loss from equity investees
|
|
$
|
1,857
|
|
|
$
|
(1,141
|
)
|
|
$
|
(1,102
|
)
|
|
$
|
(7,279
|
)
|
|
$
|
(8,436
|
)
|
|
$
|
(7,619
|
)
|
Fixed charges (see below)
|
|
9,361
|
|
|
6,534
|
|
|
1,791
|
|
|
9,415
|
|
|
16,950
|
|
|
17,535
|
|
||||||
Distributed income of equity investees
|
|
—
|
|
|
1,689
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Subtract:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capitalized interest
|
|
(754
|
)
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Earnings
|
|
$
|
10,464
|
|
|
$
|
7,040
|
|
|
$
|
689
|
|
|
$
|
2,136
|
|
|
$
|
8,514
|
|
|
$
|
9,916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
|
8,453
|
|
|
6,400
|
|
|
1,763
|
|
|
9,395
|
|
|
16,875
|
|
|
17,466
|
|
||||||
Capitalized interest
|
|
754
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Rental expense at computed interest factor
(1)
|
|
154
|
|
|
92
|
|
|
28
|
|
|
20
|
|
|
75
|
|
|
69
|
|
||||||
Fixed charges
|
|
$
|
9,361
|
|
|
$
|
6,534
|
|
|
$
|
1,791
|
|
|
$
|
9,415
|
|
|
$
|
16,950
|
|
|
$
|
17,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated ratio of earnings (loss) to fixed charges
|
|
1.12
|
|
|
1.08
|
|
|
0.38
|
|
|
0.23
|
|
|
0.50
|
|
|
0.57
|
|
||||||
Inadequate amount
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,102
|
)
|
|
$
|
(7,279
|
)
|
|
$
|
(8,436
|
)
|
|
$
|
(7,619
|
)
|
(1)
|
Amounts represent those portions of rent expense (one-third) that are reasonable approximations of interest costs.
|
Name
|
|
Jurisdiction of Formation/Incorporation
|
Rexford Industrial Realty, L.P.
|
|
Maryland
|
REXFORD INDUSTRIAL REALTY AND MANAGEMENT, INC.
|
|
California
|
RIF V - SPE OWNER, LLC
|
|
Delaware
|
RIF V - SPE MANAGER, LLC
|
|
California
|
(1)
|
Registration Statement (Form S-8 No. 333-190074) pertaining to
the Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan;
|
(2)
|
Registration Statement (Form S-3 No. 333-197849) of Rexford Industrial Realty, Inc.; and
|
(3)
|
Registration Statement (Form S-3 No. 333-197850) of Rexford Industrial Realty, Inc.;
|
1.
|
I have reviewed this annual report on Form 10-K of Rexford Industrial Realty, 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 officers 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 officers 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.
|
February 24, 2016
|
|
By:
|
/s/ Michael S. Frankel
|
|
|
|
Michael S. Frankel
|
|
|
|
Co-Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Rexford Industrial Realty, 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 officers 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 officers 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.
|
February 24, 2016
|
|
By:
|
/s/ Howard Schwimmer
|
|
|
|
Howard Schwimmer
|
|
|
|
Co-Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Rexford Industrial Realty, 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 officers 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 officers 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.
|
February 24, 2016
|
|
By:
|
/s/ Adeel Khan
|
|
|
|
Adeel Khan
|
|
|
|
Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Michael S. Frankel
|
|
Michael S. Frankel
|
|
Co-Chief Executive Officer
|
|
February 24, 2016
|
|
(1)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Howard Schwimmer
|
|
Howard Schwimmer
|
|
Co-Chief Executive Officer
|
|
February 24, 2016
|
|
(1)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Adeel Khan
|
|
Adeel Khan
|
|
Chief Financial Officer
|
|
February 24, 2016
|
|