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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5.875% Series A Cumulative Redeemable Preferred Stock
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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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•
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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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•
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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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•
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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 or greater than expected 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, redevelopment or repositioning opportunities could result in direct expenses to us;
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construction, redevelopment or repositioning 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, redevelopment or repositioning 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, redeveloped or repositioned 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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700 Allen Ave., 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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25,168
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0.2
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%
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1
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100.0
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%
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759,048
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0.6
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%
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30.16
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3550 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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474,954
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3.2
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%
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26
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92.4
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%
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4,579,168
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3.8
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%
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10.44
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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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0.7
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%
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1
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85.7
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%
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716,544
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0.6
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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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1.4
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%
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2
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100.0
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%
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1,743,608
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1.4
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%
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8.59
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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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0.3
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%
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1
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100.0
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%
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578,667
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0.5
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%
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11.96
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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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0.2
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%
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|
4
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|
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100.0
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%
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647,222
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0.5
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%
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20.47
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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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0.5
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%
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1
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100.0
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%
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591,306
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0.5
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%
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7.68
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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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0.4
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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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454,634
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0.4
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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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|
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0.9
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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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1,009,092
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0.8
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%
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7.26
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15140 & 15148 Bledsoe St., 13065 - 13081 Bradley Ave.
(6)
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Sylmar
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2
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Warehouse / Light Manufacturing
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1969, 2008 / 2006 / 2016
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134,030
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|
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0.9
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%
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9
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100.0
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%
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1,121,482
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0.9
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%
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8.37
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18310-18330 Oxnard St.
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Tarzana
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2
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Warehouse / Light Manufacturing
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1973
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75,288
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|
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0.5
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%
|
|
24
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|
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94.9
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%
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906,588
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0.8
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%
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12.69
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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
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1987 / 2006
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90,722
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|
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0.6
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%
|
|
2
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|
|
100.0
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%
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|
661,071
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0.6
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%
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|
7.29
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28159 Avenue Stanford
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Valencia
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|
1
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|
Light Industrial / Office
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|
1987 / 2008
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78,910
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|
|
0.5
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%
|
|
11
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|
|
83.9
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%
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|
961,621
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0.8
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%
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14.53
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15041 Calvert St.
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Van Nuys
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1
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|
Warehouse / Light Manufacturing
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1971
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81,282
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|
|
0.5
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%
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|
1
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|
|
100.0
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%
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|
504,908
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|
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0.4
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%
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|
6.21
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14723-14825 Oxnard St.
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Van Nuys
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|
6
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|
Warehouse / Light Manufacturing
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|
1964 / 1968
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|
77,790
|
|
|
0.5
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%
|
|
65
|
|
|
100.0
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%
|
|
977,114
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|
|
0.8
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%
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|
12.56
|
|
||
8101-8117 Orion Ave.
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|
Van Nuys
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|
1
|
|
Warehouse / Light Manufacturing
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|
1978
|
|
48,394
|
|
|
0.3
|
%
|
|
23
|
|
|
95.6
|
%
|
|
645,718
|
|
|
0.5
|
%
|
|
13.96
|
|
||
6701 & 6711 Odessa Ave.
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|
Van Nuys
|
|
2
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|
Warehouse / Light Manufacturing
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|
1970-1972 / 2012
|
|
29,544
|
|
|
0.2
|
%
|
|
2
|
|
|
100.0
|
%
|
|
260,962
|
|
|
0.2
|
%
|
|
8.83
|
|
||
28454 Livingston Avenue
|
|
Valencia
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
2007
|
|
134,287
|
|
|
0.9
|
%
|
|
1
|
|
|
100.0
|
%
|
|
978,303
|
|
|
0.8
|
%
|
|
7.29
|
|
||
525 Park Avenue
|
|
San Fernando
|
|
1
|
|
Warehouse / Distribution
|
|
2003
|
|
63,403
|
|
|
0.4
|
%
|
|
2
|
|
|
100.0
|
%
|
|
484,369
|
|
|
0.4
|
%
|
|
7.64
|
|
||
Los Angeles - Greater San Fernando Valley Total
|
|
54
|
|
|
|
|
|
2,799,041
|
|
|
18.6
|
%
|
|
198
|
|
|
92.1
|
%
|
|
24,627,629
|
|
|
20.4
|
%
|
|
9.55
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Los Angeles - San Gabriel Valley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
425 S. Hacienda Blvd.
|
|
City of Industry
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1997
|
|
51,823
|
|
|
0.3
|
%
|
|
1
|
|
|
100.0
|
%
|
|
399,888
|
|
|
0.3
|
%
|
|
7.72
|
|
||
14955-14971 E Salt Lake Ave
|
|
City of Industry
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1979
|
|
126,036
|
|
|
0.8
|
%
|
|
5
|
|
|
100.0
|
%
|
|
950,570
|
|
|
0.8
|
%
|
|
7.54
|
|
||
15241 - 15277, 15317 - 15339 Don Julian Rd.
|
|
City of Industry
|
|
2
|
|
Warehouse / Distribution
|
|
1965, 2005 / 2003
|
|
241,248
|
|
|
1.6
|
%
|
|
15
|
|
|
94.3
|
%
|
|
2,183,633
|
|
|
1.8
|
%
|
|
9.60
|
|
||
15715 Arrow Highway
|
|
Irwindale
|
|
1
|
|
Light Manufacturing / Flex
|
|
1989
|
|
76,000
|
|
|
0.5
|
%
|
|
1
|
|
|
100.0
|
%
|
|
1,016,794
|
|
|
0.8
|
%
|
|
13.38
|
|
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)
|
|||||||||
Orange County - South
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
20531 Crescent Bay Dr.
|
|
Lake Forest
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1998
|
|
46,178
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
||
20 Icon
|
|
Lake Forest
|
|
1
|
|
Warehouse / Distribution
|
|
1999 / 2015
|
|
102,299
|
|
|
0.7
|
%
|
|
1
|
|
|
100.0
|
%
|
|
1,141,657
|
|
|
0.9
|
%
|
|
11.16
|
|
||
9 Holland
|
|
Irvine
|
|
1
|
|
Warehouse / Distribution
|
|
1980 / 2013
|
|
180,981
|
|
|
1.2
|
%
|
|
2
|
|
|
100.0
|
%
|
|
1,300,771
|
|
|
1.1
|
%
|
|
7.19
|
|
||
Orange County - South Total
|
|
3
|
|
|
|
|
|
329,458
|
|
|
2.2
|
%
|
|
3
|
|
|
86.0
|
%
|
|
2,442,428
|
|
|
2.0
|
%
|
|
8.62
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Orange County - Airport
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
1601 Alton Pkwy.
(6)
|
|
Irvine
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1974
|
|
124,000
|
|
|
0.8
|
%
|
|
4
|
|
|
88.7
|
%
|
|
1,140,315
|
|
|
0.9
|
%
|
|
10.37
|
|
||
3441 West MacArthur Blvd.
|
|
Santa Ana
|
|
1
|
|
Warehouse / Distribution
|
|
1973
|
|
122,060
|
|
|
0.8
|
%
|
|
1
|
|
|
100.0
|
%
|
|
849,538
|
|
|
0.7
|
%
|
|
6.96
|
|
||
600-650 South Grand Ave.
|
|
Santa Ana
|
|
6
|
|
Warehouse / Light Manufacturing
|
|
1988
|
|
101,210
|
|
|
0.7
|
%
|
|
56
|
|
|
94.0
|
%
|
|
1,095,002
|
|
|
0.9
|
%
|
|
11.51
|
|
||
3720-3750 W. Warner Ave.
|
|
Santa Ana
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1973 / 2008
|
|
38,570
|
|
|
0.3
|
%
|
|
11
|
|
|
72.4
|
%
|
|
307,061
|
|
|
0.3
|
%
|
|
10.99
|
|
||
200-220 South Grand Ave.
|
|
Santa Ana
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1973 / 2008
|
|
27,200
|
|
|
0.2
|
%
|
|
6
|
|
|
80.1
|
%
|
|
243,249
|
|
|
0.2
|
%
|
|
11.16
|
|
||
2610 & 2701 S. Birch Street
|
|
Santa Ana
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1965 / 2016
|
|
98,379
|
|
|
0.6
|
%
|
|
3
|
|
|
100.0
|
%
|
|
1,088,004
|
|
|
0.9
|
%
|
|
11.06
|
|
||
2700‐2722 South Fairview Street
|
|
Santa Ana
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1964 / 1984
|
|
116,575
|
|
|
0.8
|
%
|
|
3
|
|
|
100.0
|
%
|
|
1,153,313
|
|
|
1.0
|
%
|
|
9.89
|
|
||
2811 South Harbor Boulevard
|
|
Santa Ana
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1977 / 2015
|
|
126,796
|
|
|
0.8
|
%
|
|
1
|
|
|
100.0
|
%
|
|
987,335
|
|
|
0.8
|
%
|
|
7.79
|
|
||
Orange County - Airport Total
|
|
13
|
|
|
|
|
|
754,790
|
|
|
5.0
|
%
|
|
85
|
|
|
95.2
|
%
|
|
6,863,817
|
|
|
5.7
|
%
|
|
9.55
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
San Bernardino - Inland Empire West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
13231 Slover Avenue
|
|
Fontana
|
|
1
|
|
Warehouse / Distribution
|
|
1990
|
|
109,463
|
|
|
0.7
|
%
|
|
2
|
|
|
100.0
|
%
|
|
503,099
|
|
|
0.4
|
%
|
|
4.60
|
|
||
10509 Business Drive
|
|
Fontana
|
|
1
|
|
Warehouse / Distribution
|
|
1989
|
|
130,788
|
|
|
0.9
|
%
|
|
2
|
|
|
100.0
|
%
|
|
627,662
|
|
|
0.5
|
%
|
|
4.80
|
|
||
8900-8980 Benson Ave., 5637 Arrow Highway
|
|
Montclair
|
|
5
|
|
Warehouse / Light Manufacturing
|
|
1974
|
|
88,016
|
|
|
0.6
|
%
|
|
48
|
|
|
91.8
|
%
|
|
830,972
|
|
|
0.7
|
%
|
|
10.28
|
|
||
1400 S. Campus Ave.
|
|
Ontario
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1964-1966, 1973, 1987
|
|
107,861
|
|
|
0.7
|
%
|
|
1
|
|
|
100.0
|
%
|
|
478,903
|
|
|
0.4
|
%
|
|
4.44
|
|
||
601-605 S. Milliken Ave.
|
|
Ontario
|
|
3
|
|
Light Industrial / Office
|
|
1987 / 1988
|
|
128,322
|
|
|
0.9
|
%
|
|
26
|
|
|
94.5
|
%
|
|
908,380
|
|
|
0.8
|
%
|
|
7.49
|
|
||
845, 855, 865 S Milliken Ave & 4317, 4319 Santa Ana St.
|
|
Ontario
|
|
5
|
|
Light Industrial / Office
|
|
1985
|
|
113,612
|
|
|
0.8
|
%
|
|
19
|
|
|
98.4
|
%
|
|
740,758
|
|
|
0.6
|
%
|
|
6.63
|
|
||
710 South Dupont Avenue & 4051 Santa Ana Street
|
|
Ontario
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
2001
|
|
111,890
|
|
|
0.7
|
%
|
|
5
|
|
|
100.0
|
%
|
|
835,524
|
|
|
0.7
|
%
|
|
7.47
|
|
||
9375 Archibald Ave.
|
|
Rancho Cucamonga
|
|
8
|
|
Light Industrial / Office
|
|
1980 / 2007
|
|
62,677
|
|
|
0.4
|
%
|
|
39
|
|
|
94.6
|
%
|
|
624,822
|
|
|
0.5
|
%
|
|
10.54
|
|
||
9160 - 9220 Cleveland Ave., 10860 6th St.
|
|
Rancho Cucamonga
|
|
3
|
|
Light Manufacturing / Flex
|
|
1988-1989 / 2006
|
|
129,309
|
|
|
0.9
|
%
|
|
4
|
|
|
84.5
|
%
|
|
1,782,385
|
|
|
1.5
|
%
|
|
16.31
|
|
||
9805 6th St.
|
|
Rancho Cucamonga
|
|
2
|
|
Warehouse / Distribution
|
|
1986
|
|
81,377
|
|
|
0.5
|
%
|
|
3
|
|
|
77.3
|
%
|
|
394,075
|
|
|
0.3
|
%
|
|
6.26
|
|
||
10700 Jersey Blvd.
|
|
Rancho Cucamonga
|
|
7
|
|
Light Industrial / Office
|
|
1988-1989
|
|
107,568
|
|
|
0.7
|
%
|
|
57
|
|
|
93.5
|
%
|
|
998,528
|
|
|
0.9
|
%
|
|
9.92
|
|
||
15996 Jurupa Avenue
|
|
Fontana
|
|
1
|
|
Warehouse / Distribution
|
|
2015
|
|
212,660
|
|
|
1.4
|
%
|
|
1
|
|
|
100.0
|
%
|
|
1,096,128
|
|
|
0.9
|
%
|
|
5.15
|
|
||
11127 Catawba Avenue
|
|
Fontana
|
|
1
|
|
Warehouse / Distribution
|
|
2015
|
|
145,750
|
|
|
1.0
|
%
|
|
1
|
|
|
100.0
|
%
|
|
752,070
|
|
|
0.6
|
%
|
|
5.16
|
|
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)
|
|||||||||
12320 4th Street
|
|
Rancho Cucamonga
|
|
2
|
|
Warehouse / Distribution
|
|
1997/2003
|
|
284,676
|
|
|
1.9
|
%
|
|
1
|
|
|
100.0
|
%
|
|
1,236,000
|
|
|
1.0
|
%
|
|
4.34
|
|
||
San Bernardino - Inland Empire West Total
|
|
43
|
|
|
|
|
|
1,813,969
|
|
|
12.1
|
%
|
|
209
|
|
|
96.4
|
%
|
|
11,809,306
|
|
|
9.8
|
%
|
|
6.75
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
San Bernardino - Inland Empire East
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
77-700 Enfield Lane
|
|
Palm Desert
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1990
|
|
21,607
|
|
|
0.1
|
%
|
|
6
|
|
|
87.6
|
%
|
|
158,015
|
|
|
0.2
|
%
|
|
8.35
|
|
||
6750 Unit B-C - 6780 Central Ave.
|
|
Riverside
|
|
4
|
|
Warehouse / Light Manufacturing
|
|
1978
|
|
63,675
|
|
|
0.4
|
%
|
|
6
|
|
|
100.0
|
%
|
|
390,850
|
|
|
0.3
|
%
|
|
6.14
|
|
||
San Bernardino - Inland Empire East Total
|
|
5
|
|
|
|
|
|
85,282
|
|
|
0.5
|
%
|
|
12
|
|
|
96.8
|
%
|
|
548,865
|
|
|
0.5
|
%
|
|
6.65
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ventura County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
300 South Lewis Rd.
|
|
Camarillo
|
|
1
|
|
Warehouse / Distribution
|
|
1960-1963 / 2006
|
|
215,128
|
|
|
1.4
|
%
|
|
8
|
|
|
100.0
|
%
|
|
1,773,661
|
|
|
1.5
|
%
|
|
8.24
|
|
||
201 Rice Ave. & 2400-2420 Celsius
|
|
Oxnard
|
|
3
|
|
Warehouse / Distribution
|
|
2008
|
|
137,785
|
|
|
0.9
|
%
|
|
22
|
|
|
94.3
|
%
|
|
1,171,628
|
|
|
1.0
|
%
|
|
9.01
|
|
||
610-760 W Hueneme Rd & 5651-5721 Perkins Rd
|
|
Oxnard
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1985
|
|
87,181
|
|
|
0.6
|
%
|
|
18
|
|
|
83.3
|
%
|
|
754,254
|
|
|
0.6
|
%
|
|
10.39
|
|
||
1800 Eastman Ave
|
|
Oxnard
|
|
1
|
|
Warehouse / Distribution
|
|
2009
|
|
33,332
|
|
|
0.2
|
%
|
|
1
|
|
|
100.0
|
%
|
|
234,030
|
|
|
0.2
|
%
|
|
7.02
|
|
||
2220-2260 Camino del Sol
|
|
Oxnard
|
|
1
|
|
Warehouse / Distribution
|
|
2005
|
|
69,891
|
|
|
0.5
|
%
|
|
2
|
|
|
100.0
|
%
|
|
545,311
|
|
|
0.4
|
%
|
|
7.80
|
|
||
2350-2380 Eastman Ave
|
|
Oxnard
|
|
4
|
|
Warehouse / Distribution
|
|
2003
|
|
55,296
|
|
|
0.4
|
%
|
|
24
|
|
|
94.6
|
%
|
|
550,621
|
|
|
0.5
|
%
|
|
10.53
|
|
||
2360-2364 E. Sturgis Road
|
|
Oxnard
|
|
3
|
|
Warehouse / Distribution
|
|
1989
|
|
49,641
|
|
|
0.3
|
%
|
|
17
|
|
|
100.0
|
%
|
|
426,056
|
|
|
0.3
|
%
|
|
8.58
|
|
||
3000 Paseo Mercado, 3120-3150 Paseo Mercado
|
|
Oxnard
|
|
5
|
|
Warehouse / Distribution
|
|
1988
|
|
132,187
|
|
|
0.9
|
%
|
|
25
|
|
|
97.5
|
%
|
|
1,084,234
|
|
|
0.9
|
%
|
|
8.41
|
|
||
701 Del Norte Blvd.
|
|
Oxnard
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
2000
|
|
125,514
|
|
|
0.9
|
%
|
|
16
|
|
|
100.0
|
%
|
|
1,104,787
|
|
|
0.9
|
%
|
|
8.80
|
|
||
2950 Madera Rd.
|
|
Simi Valley
|
|
1
|
|
Warehouse / Distribution
|
|
1988 / 2005
|
|
136,065
|
|
|
0.9
|
%
|
|
1
|
|
|
100.0
|
%
|
|
832,385
|
|
|
0.7
|
%
|
|
6.12
|
|
||
21-29 West Easy St.
|
|
Simi Valley
|
|
5
|
|
Warehouse / Light Manufacturing
|
|
1991 / 2006
|
|
102,530
|
|
|
0.7
|
%
|
|
18
|
|
|
95.8
|
%
|
|
1,042,374
|
|
|
0.9
|
%
|
|
10.61
|
|
||
3233 Mission Oaks Blvd
(6)
|
|
Camarillo
|
|
2
|
|
Warehouse / Distribution
|
|
1980-1982 / 2014
|
|
455,864
|
|
|
3.0
|
%
|
|
6
|
|
|
80.3
|
%
|
|
2,993,553
|
|
|
2.5
|
%
|
|
8.18
|
|
||
Ventura County Total
|
|
29
|
|
|
|
|
|
1,600,414
|
|
|
10.7
|
%
|
|
158
|
|
|
92.3
|
%
|
|
12,512,894
|
|
|
10.4
|
%
|
|
8.47
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
San Diego - North County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
6200 & 6300 Yarrow Dr.
|
|
Carlsbad
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1977-1988 / 2006
|
|
151,433
|
|
|
1.0
|
%
|
|
4
|
|
|
100.0
|
%
|
|
1,500,682
|
|
|
1.2
|
%
|
|
9.91
|
|
||
2431-2465 Impala Dr.
|
|
Carlsbad
|
|
7
|
|
Light Manufacturing / Flex
|
|
1983 / 2006
|
|
89,955
|
|
|
0.6
|
%
|
|
10
|
|
|
93.1
|
%
|
|
1,143,180
|
|
|
1.0
|
%
|
|
13.66
|
|
||
6231 & 6241 Yarrow Dr.
|
|
Carlsbad
|
|
2
|
|
Warehouse / Light Manufacturing
|
|
1977 / 2006
|
|
80,441
|
|
|
0.5
|
%
|
|
7
|
|
|
100.0
|
%
|
|
781,905
|
|
|
0.6
|
%
|
|
9.72
|
|
||
5803 Newton Dr.
|
|
Carlsbad
|
|
1
|
|
Light Manufacturing / Flex
|
|
1997-1999 / 2009
|
|
71,602
|
|
|
0.5
|
%
|
|
4
|
|
|
100.0
|
%
|
|
729,689
|
|
|
0.6
|
%
|
|
10.19
|
|
||
929, 935, 939 & 951 Poinsettia Ave.
|
|
Vista
|
|
4
|
|
Warehouse / Light Manufacturing
|
|
1989 / 2007
|
|
121,892
|
|
|
0.8
|
%
|
|
10
|
|
|
95.6
|
%
|
|
917,417
|
|
|
0.8
|
%
|
|
7.87
|
|
||
2575 Pioneer Ave.
|
|
Vista
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
1988 / 2006
|
|
68,935
|
|
|
0.5
|
%
|
|
7
|
|
|
100.0
|
%
|
|
617,812
|
|
|
0.5
|
%
|
|
8.96
|
|
||
3927 Oceanic Drive
|
|
Oceanside
|
|
1
|
|
Warehouse / Light Manufacturing
|
|
2004
|
|
54,740
|
|
|
0.4
|
%
|
|
1
|
|
|
100.0
|
%
|
|
426,972
|
|
|
0.4
|
%
|
|
7.80
|
|
(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, 2016
.
|
(3)
|
Calculated as monthly contracted base rent per the terms of the lease(s) at such property, as of
December 31, 2016
, 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, 2016
.
|
(5)
|
Calculated as annualized base rent for such property divided by leased square feet for such property as of
December 31, 2016
.
|
(6)
|
This property is undergoing repositioning, redevelopment, or lease-up as of
December 31, 2016
, or is expected to be placed under repositioning in 2017.
|
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 / Distribution
|
|
51
|
|
|
89.6
|
%
|
|
7,726,735
|
|
|
51.4
|
%
|
|
$
|
53,804
|
|
|
44.7
|
%
|
|
$
|
7.77
|
|
Warehouse / Light Manufacturing
|
|
69
|
|
|
93.7
|
%
|
|
6,001,512
|
|
|
40.0
|
%
|
|
$
|
50,892
|
|
|
42.2
|
%
|
|
$
|
9.05
|
|
Light Industrial / Office
(5)
|
|
9
|
|
|
94.7
|
%
|
|
785,744
|
|
|
5.2
|
%
|
|
$
|
9,085
|
|
|
7.5
|
%
|
|
$
|
12.21
|
|
Light Manufacturing / Flex
|
|
7
|
|
|
94.8
|
%
|
|
506,345
|
|
|
3.4
|
%
|
|
$
|
6,750
|
|
|
5.6
|
%
|
|
$
|
14.06
|
|
Total / Weighted Average
|
|
136
|
|
|
91.7
|
%
|
|
15,020,336
|
|
|
100.0
|
%
|
|
$
|
120,530
|
|
|
100.0
|
%
|
|
$
|
8.75
|
|
(1)
|
Calculated as the average occupancy at such properties as of
December 31, 2016
.
|
(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, 2016
, 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, 2016
.
|
(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, 2016
.
|
(5)
|
Includes two properties (901 West Alameda and 700 Allen) aggregating 70,092 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
|
|
18,609
|
|
|
92.4
|
%
|
|
$
|
198
|
|
|
$
|
56,175
|
|
|
$
|
8.90
|
|
Orange County
|
|
—
|
|
|
96.1
|
%
|
|
$
|
—
|
|
|
$
|
20,496
|
|
|
$
|
8.70
|
|
San Bernardino County
|
|
5,520
|
|
|
96.7
|
%
|
|
$
|
54
|
|
|
$
|
12,412
|
|
|
$
|
6.76
|
|
San Diego County
|
|
—
|
|
|
81.0
|
%
|
|
$
|
—
|
|
|
$
|
19,186
|
|
|
$
|
10.61
|
|
Ventura County
|
|
—
|
|
|
92.3
|
%
|
|
$
|
—
|
|
|
$
|
12,513
|
|
|
$
|
8.47
|
|
Total/Weighted Average
|
|
24,129
|
|
|
91.8
|
%
|
|
$
|
252
|
|
|
$
|
120,782
|
|
|
$
|
8.76
|
|
(1)
|
Pro forma occupancy is calculated as (i) square footage under lease as of
December 31, 2016
, plus additional square footage leased pursuant to uncommenced leases as of
December 31, 2016
.
|
(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, 2016
, 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, 2016
, but that had not commenced as of
December 31, 2016
, 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Central LA
|
|
4
|
|
|
90.8
|
%
|
|
387,310
|
|
|
2.6
|
%
|
|
$
|
3,531
|
|
|
2.9
|
%
|
|
$
|
10.04
|
|
Greater San Fernando Valley
|
|
25
|
|
|
92.1
|
%
|
|
2,799,041
|
|
|
18.6
|
%
|
|
$
|
24,628
|
|
|
20.4
|
%
|
|
$
|
9.55
|
|
Mid-Counties
|
|
9
|
|
|
98.9
|
%
|
|
672,090
|
|
|
4.5
|
%
|
|
$
|
6,167
|
|
|
5.1
|
%
|
|
$
|
9.28
|
|
San Gabriel Valley
|
|
15
|
|
|
90.6
|
%
|
|
1,881,424
|
|
|
12.5
|
%
|
|
$
|
12,683
|
|
|
10.5
|
%
|
|
$
|
7.44
|
|
South Bay
|
|
13
|
|
|
90.9
|
%
|
|
1,095,404
|
|
|
7.3
|
%
|
|
$
|
8,968
|
|
|
7.5
|
%
|
|
$
|
9.00
|
|
Subtotal / Weighted Average
|
|
66
|
|
|
92.1
|
%
|
|
6,835,269
|
|
|
45.5
|
%
|
|
$
|
55,977
|
|
|
46.4
|
%
|
|
$
|
8.89
|
|
Orange County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
North Orange County
|
|
6
|
|
|
98.5
|
%
|
|
874,012
|
|
|
5.8
|
%
|
|
$
|
6,886
|
|
|
5.7
|
%
|
|
$
|
8.00
|
|
OC Airport
|
|
8
|
|
|
95.2
|
%
|
|
754,790
|
|
|
5.0
|
%
|
|
$
|
6,864
|
|
|
5.7
|
%
|
|
$
|
9.55
|
|
South Orange County
|
|
3
|
|
|
86.0
|
%
|
|
329,458
|
|
|
2.2
|
%
|
|
$
|
2,442
|
|
|
2.0
|
%
|
|
$
|
8.62
|
|
West Orange County
|
|
3
|
|
|
100.0
|
%
|
|
493,730
|
|
|
3.3
|
%
|
|
$
|
4,304
|
|
|
3.6
|
%
|
|
$
|
8.72
|
|
Subtotal / Weighted Average
|
|
20
|
|
|
96.1
|
%
|
|
2,451,990
|
|
|
16.3
|
%
|
|
$
|
20,496
|
|
|
17.0
|
%
|
|
$
|
8.70
|
|
San Bernardino County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Inland Empire East
|
|
2
|
|
|
96.8
|
%
|
|
85,282
|
|
|
0.5
|
%
|
|
$
|
549
|
|
|
0.5
|
%
|
|
$
|
6.65
|
|
Inland Empire West
|
|
14
|
|
|
96.4
|
%
|
|
1,813,969
|
|
|
12.1
|
%
|
|
$
|
11,809
|
|
|
9.8
|
%
|
|
$
|
6.75
|
|
Subtotal / Weighted Average
|
|
16
|
|
|
96.4
|
%
|
|
1,899,251
|
|
|
12.6
|
%
|
|
$
|
12,358
|
|
|
10.3
|
%
|
|
$
|
6.75
|
|
Ventura County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Ventura
|
|
12
|
|
|
92.3
|
%
|
|
1,600,414
|
|
|
10.7
|
%
|
|
$
|
12,513
|
|
|
10.4
|
%
|
|
$
|
8.47
|
|
Subtotal / Weighted Average
|
|
12
|
|
|
92.3
|
%
|
|
1,600,414
|
|
|
10.7
|
%
|
|
$
|
12,513
|
|
|
10.4
|
%
|
|
$
|
8.47
|
|
San Diego County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Central San Diego
|
|
14
|
|
|
72.8
|
%
|
|
1,517,713
|
|
|
10.1
|
%
|
|
$
|
12,366
|
|
|
10.2
|
%
|
|
$
|
11.19
|
|
North County San Diego
|
|
7
|
|
|
98.2
|
%
|
|
638,998
|
|
|
4.3
|
%
|
|
$
|
6,117
|
|
|
5.1
|
%
|
|
$
|
9.75
|
|
South County San Diego
|
|
1
|
|
|
98.9
|
%
|
|
76,701
|
|
|
0.5
|
%
|
|
$
|
703
|
|
|
0.6
|
%
|
|
$
|
9.27
|
|
Subtotal / Weighted Average
|
|
22
|
|
|
81.0
|
%
|
|
2,233,412
|
|
|
14.9
|
%
|
|
$
|
19,186
|
|
|
15.9
|
%
|
|
$
|
10.61
|
|
Consolidated Portfolio - Total / Weighted Average
|
|
136
|
|
|
91.7
|
%
|
|
15,020,336
|
|
|
100.0
|
%
|
|
$
|
120,530
|
|
|
100.0
|
%
|
|
$
|
8.75
|
|
(1)
|
Calculated as the average occupancy at such properties as of
December 31, 2016
.
|
(2)
|
Represents annualized based rent for each property (calculated as monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of
December 31, 2016
, multiplied by 12), aggregated by market. Excludes billboard and antenna revenue. 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, 2016
.
|
(4)
|
Calculated as annualized base rent for such market divided by leased square feet for such market as of
December 31, 2016
.
|
Industry
|
|
Number
of Leases
(1)
|
|
Leased
Square Feet
|
|
Percentage of
Total Leased
Square Feet
|
|
Annualized
Base
Rent
(2)
|
|
Percentage of
Total Annualized
Base Rent
(3)
|
|
Annualized
Base Rent per
Square
Foot
(4)
|
||||||||
Warehousing
|
|
277
|
|
|
3,812,327
|
|
|
27.6
|
%
|
|
$
|
29,784
|
|
|
24.7
|
%
|
|
$
|
7.81
|
|
Wholesale Trade
|
|
256
|
|
|
2,479,575
|
|
|
18.0
|
%
|
|
$
|
21,185
|
|
|
17.5
|
%
|
|
$
|
8.54
|
|
Manufacturing
|
|
110
|
|
|
1,876,644
|
|
|
13.6
|
%
|
|
$
|
15,447
|
|
|
12.8
|
%
|
|
$
|
8.23
|
|
Professional, Scientific, and Technical Services
|
|
93
|
|
|
787,219
|
|
|
5.7
|
%
|
|
$
|
8,953
|
|
|
7.4
|
%
|
|
$
|
11.37
|
|
Retail Trade
|
|
107
|
|
|
1,015,095
|
|
|
7.4
|
%
|
|
$
|
7,892
|
|
|
6.5
|
%
|
|
$
|
7.77
|
|
Transportation
|
|
35
|
|
|
727,231
|
|
|
5.3
|
%
|
|
$
|
6,468
|
|
|
5.4
|
%
|
|
$
|
8.89
|
|
Construction
|
|
118
|
|
|
585,044
|
|
|
4.3
|
%
|
|
$
|
5,829
|
|
|
4.8
|
%
|
|
$
|
9.96
|
|
Information
|
|
34
|
|
|
417,337
|
|
|
3.0
|
%
|
|
$
|
4,752
|
|
|
3.9
|
%
|
|
$
|
11.39
|
|
Repair and Maintenance
|
|
36
|
|
|
331,375
|
|
|
2.4
|
%
|
|
$
|
3,054
|
|
|
2.5
|
%
|
|
$
|
9.22
|
|
Paper/Printing
|
|
13
|
|
|
377,970
|
|
|
2.7
|
%
|
|
$
|
2,895
|
|
|
2.4
|
%
|
|
$
|
7.66
|
|
Health Care and Social Assistance
|
|
27
|
|
|
279,352
|
|
|
2.0
|
%
|
|
$
|
2,588
|
|
|
2.1
|
%
|
|
$
|
9.26
|
|
Administrative and Support and Waste Management and Remediation Services
|
|
45
|
|
|
250,031
|
|
|
1.8
|
%
|
|
$
|
2,541
|
|
|
2.1
|
%
|
|
$
|
10.16
|
|
Real Estate and Rental and Leasing
|
|
18
|
|
|
266,315
|
|
|
1.9
|
%
|
|
$
|
2,422
|
|
|
2.0
|
%
|
|
$
|
9.09
|
|
Arts, Entertainment, and Recreation
|
|
22
|
|
|
127,932
|
|
|
0.9
|
%
|
|
$
|
2,104
|
|
|
1.8
|
%
|
|
$
|
16.45
|
|
Public Administration
|
|
6
|
|
|
75,012
|
|
|
0.6
|
%
|
|
$
|
1,306
|
|
|
1.1
|
%
|
|
$
|
17.41
|
|
Other
|
|
69
|
|
|
385,972
|
|
|
2.8
|
%
|
|
$
|
3,562
|
|
|
3.0
|
%
|
|
$
|
9.23
|
|
Total / Weighted Average
|
|
1,266
|
|
|
13,794,431
|
|
|
100.0
|
%
|
|
$
|
120,782
|
|
|
100.0
|
%
|
|
$
|
8.76
|
|
(1)
|
A single lease may cover space in more than one building.
|
(2)
|
Calculated for each lease as the monthly contracted base rent (before rent abatements) per the terms of such lease, as of
December 31, 2016
, multiplied by 12, and then aggregated by industry. Excludes billboard and antenna revenue. Amounts in thousands.
|
(3)
|
Calculated as annualized base rent for tenants in such industry divided by annualized base rent for the total consolidated portfolio as of
December 31, 2016
.
|
(4)
|
Calculated as annualized base rent for tenants in such industry divided by leased square feet for tenants in such industry as of
December 31, 2016
.
|
(1)
|
Calculated for each tenant as the monthly contracted base rent per the terms of such tenant’s lease as of
December 31, 2016
, 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, 2016
.
|
(3)
|
Calculated as annualized base rent for such tenant divided by leased square feet for such tenant as of
December 31, 2016
.
|
(4)
|
As of December 31, 2016, this tenant is occupying the property located at 12131 Western Avenue. We plan to reposition this property in 2017 after the tenant vacates.
|
(5)
|
These leases were amended, assumed by the tenant, and approved for inclusion in their anticipated plan of reorganization by the residing court in connection with the tenant’s chapter 11 reorganization plan under the United States Bankruptcy Code.
|
(6)
|
Includes (i)
78,280
rentable square feet expiring
September 30, 2025
, and (ii)
70,877
rentable square feet expiring
March 31, 2026
.
|
(7)
|
Includes (i)
38,766
rentable square feet expiring
November 30, 2019
, (ii)
147,318
rentable square feet expiring
September 30, 2021
, and (iii)
69,219
rentable square feet expiring
March 31, 2022
.
|
(8)
|
As of December 31, 2016, this tenant is occupying 144,465 rentable square feet at the property located at 3233 Mission Oaks Boulevard, which includes 107,965 rentable square feet of warehouse space. We plan to reposition this warehouse space in 2017 after the tenant vacates.
|
(9)
|
Includes (i)
12,800
rentable square feet expiring
September 30, 2017
, (ii)
1,120
rentable square feet expiring
September 30, 2019
, and (iii)
76,000
rentable square feet expiring
October 31, 2020
.
|
Square Feet
|
|
Number of Leases
|
|
Leased Square Feet
|
|
Percentage of Total Leased Square Feet
|
|
Annualized Base Rent
(1)
|
|
Percentage of Total Annualized Base Rent
(2)
|
|
Annualized Base Rent per Square Foot
(3)
|
||||||||
<4,999
|
|
838
|
|
|
1,743,534
|
|
|
12.6
|
%
|
|
$
|
19,445
|
|
|
16.1
|
%
|
|
$
|
11.15
|
|
5,000 - 9,999
|
|
159
|
|
|
1,097,845
|
|
|
8.0
|
%
|
|
$
|
11,394
|
|
|
9.4
|
%
|
|
$
|
10.38
|
|
10,000 - 24,999
|
|
158
|
|
|
2,530,727
|
|
|
18.3
|
%
|
|
$
|
24,233
|
|
|
20.1
|
%
|
|
$
|
9.58
|
|
25,000 - 49,999
|
|
47
|
|
|
1,678,652
|
|
|
12.2
|
%
|
|
$
|
15,661
|
|
|
13.0
|
%
|
|
$
|
9.33
|
|
>50,000
|
|
64
|
|
|
6,743,673
|
|
|
48.9
|
%
|
|
$
|
50,049
|
|
|
41.4
|
%
|
|
$
|
7.42
|
|
Total / Weighted Average
|
|
1,266
|
|
|
13,794,431
|
|
|
100.0
|
%
|
|
$
|
120,782
|
|
|
100.0
|
%
|
|
$
|
8.76
|
|
(1)
|
Calculated for each lease as the monthly contracted base rent per the terms of such lease, as of
December 31, 2016
, multiplied by 12, and then aggregated by square feet. Excludes billboard and antenna revenue and rent abatements. Amounts in thousands.
|
(2)
|
Calculated as annualized base rent for such leases divided by annualized base rent for the total consolidated portfolio as of
December 31, 2016
.
|
(3)
|
Calculated as annualized base rent for such leases divided by leased square feet for such leases as of
December 31, 2016
.
|
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)
|
||||||||
Available
(5)
|
|
—
|
|
|
1,225,906
|
|
|
8.2
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
MTM Tenants
(6)
|
|
98
|
|
|
269,121
|
|
|
1.8
|
%
|
|
2,899
|
|
|
2.4
|
%
|
|
$
|
10.77
|
|
|
2016
|
|
32
|
|
|
668,647
|
|
|
4.4
|
%
|
|
5,345
|
|
|
4.4
|
%
|
|
$
|
7.99
|
|
|
2017
|
|
374
|
|
|
2,448,705
|
|
|
16.3
|
%
|
|
21,552
|
|
|
17.8
|
%
|
|
$
|
8.80
|
|
|
2018
|
|
335
|
|
|
1,888,409
|
|
|
12.6
|
%
|
|
17,473
|
|
|
14.5
|
%
|
|
$
|
9.25
|
|
|
2019
|
|
212
|
|
|
1,913,525
|
|
|
12.7
|
%
|
|
16,984
|
|
|
14.1
|
%
|
|
$
|
8.88
|
|
|
2020
|
|
79
|
|
|
1,629,744
|
|
|
10.8
|
%
|
|
14,066
|
|
|
11.6
|
%
|
|
$
|
8.63
|
|
|
2021
|
|
81
|
|
|
2,269,426
|
|
|
15.1
|
%
|
|
19,163
|
|
|
15.9
|
%
|
|
$
|
8.44
|
|
|
2022
|
|
18
|
|
|
595,388
|
|
|
4.0
|
%
|
|
4,217
|
|
|
3.5
|
%
|
|
$
|
7.08
|
|
|
2023
|
|
13
|
|
|
445,013
|
|
|
3.0
|
%
|
|
4,641
|
|
|
3.8
|
%
|
|
$
|
10.43
|
|
|
2024
|
|
9
|
|
|
567,902
|
|
|
3.8
|
%
|
|
5,189
|
|
|
4.3
|
%
|
|
$
|
9.14
|
|
|
2025
|
|
4
|
|
|
260,467
|
|
|
1.7
|
%
|
|
2,479
|
|
|
2.1
|
%
|
|
$
|
9.52
|
|
|
Thereafter
|
|
11
|
|
|
838,083
|
|
|
5.6
|
%
|
|
6,774
|
|
|
5.6
|
%
|
|
$
|
8.08
|
|
|
Total Consolidated Portfolio
|
|
1,266
|
|
|
15,020,336
|
|
|
100.0
|
%
|
|
$
|
120,782
|
|
|
100.0
|
%
|
|
$
|
8.76
|
|
(1)
|
Represents the contracted square footage upon expiration.
|
(2)
|
Calculated as monthly contracted base rent (in thousands) per the terms of such lease, as of
December 31, 2016
, multiplied by 12. Excludes billboard and antenna revenue and rent abatements.
|
(3)
|
Calculated as annualized base rent set forth in this table divided by annualized base rent for the total portfolio as of
December 31, 2016
.
|
(4)
|
Calculated as annualized base rent for such leases divided by leased square feet for such leases as of
December 31, 2016
.
|
(5)
|
Represents vacant space as of
December 31, 2016
.
|
(6)
|
Represents tenants under month-to-month (“MTM”) leases or having holdover tenancy. Includes 61 MTM leases totaling 62,590 rentable square feet at our property located at 14723-14825 Oxnard Street, where due to the number and the small size of spaces, we typically only enter into MTM leases.
|
|
|
The Year Ended December 31,
|
|||||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
|
|
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)
|
|
$
|
1,474
|
|
|
493,978
|
|
|
$
|
2.98
|
|
|
$
|
736
|
|
|
516,605
|
|
|
$
|
1.42
|
|
|
$
|
547
|
|
|
272,523
|
|
|
$
|
2.01
|
|
New Leases - Second Generation
(3)(5)
|
|
2,295
|
|
|
1,182,569
|
|
|
1.94
|
|
|
1,509
|
|
|
893,499
|
|
|
1.69
|
|
|
1,303
|
|
|
679,558
|
|
|
1.92
|
|
||||||
Renewal Leases
|
|
288
|
|
|
377,053
|
|
|
0.76
|
|
|
190
|
|
|
209,910
|
|
|
0.91
|
|
|
419
|
|
|
568,956
|
|
|
0.74
|
|
||||||
Total Tenant Improvements
|
|
$
|
4,057
|
|
|
2,053,600
|
|
|
$
|
1.97
|
|
|
$
|
2,435
|
|
|
1,620,014
|
|
|
$
|
1.50
|
|
|
$
|
2,269
|
|
|
1,521,037
|
|
|
$
|
1.49
|
|
Leasing Commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New Leases - First Generation
(3)(4)
|
|
$
|
2,622
|
|
|
1,586,659
|
|
|
$
|
1.65
|
|
|
$
|
1,538
|
|
|
868,335
|
|
|
$
|
1.77
|
|
|
$
|
597
|
|
|
426,427
|
|
|
$
|
1.40
|
|
New Leases - Second Generation
(3)(5)
|
|
1,516
|
|
|
915,069
|
|
|
1.66
|
|
|
1,108
|
|
|
890,044
|
|
|
1.24
|
|
|
767
|
|
|
704,126
|
|
|
1.09
|
|
||||||
Renewal Leases
|
|
1,144
|
|
|
1,801,991
|
|
|
0.63
|
|
|
255
|
|
|
579,677
|
|
|
0.44
|
|
|
674
|
|
|
671,935
|
|
|
1.00
|
|
||||||
Total Leasing Commissions
|
|
$
|
5,282
|
|
|
4,303,719
|
|
|
$
|
1.23
|
|
|
$
|
2,901
|
|
|
2,338,056
|
|
|
$
|
1.24
|
|
|
$
|
2,038
|
|
|
1,802,488
|
|
|
$
|
1.13
|
|
Total Tenant Improvements & Leasing Commissions
|
|
$
|
9,339
|
|
|
6,357,319
|
|
|
$
|
3.20
|
|
|
$
|
5,336
|
|
|
3,958,070
|
|
|
$
|
2.74
|
|
|
$
|
4,307
|
|
|
3,323,525
|
|
|
$
|
2.62
|
|
(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,
|
|||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
|
Cost
(1)
|
|
Square
Feet
(2)
|
|
PSF
(3)
|
|
Cost
(1)
|
|
Square
Feet
(2)
|
|
PSF
(3)
|
|
Cost
(1)
|
|
Square
Feet
(2)
|
|
PSF
(3)
|
|||||||||||||||
Non-Recurring Capital Expenditures
(4)
|
$
|
21,192
|
|
|
9,061,612
|
|
|
$
|
2.34
|
|
|
$
|
14,472
|
|
|
6,118,145
|
|
|
$
|
2.37
|
|
|
$
|
9,053
|
|
|
4,575,916
|
|
|
$
|
1.98
|
|
Recurring Capital Expenditures
(5)
|
2,792
|
|
|
13,611,194
|
|
|
$
|
0.21
|
|
|
3,530
|
|
|
10,710,780
|
|
|
$
|
0.33
|
|
|
2,387
|
|
|
7,621,459
|
|
|
$
|
0.31
|
|
|||
Total Capital Expenditures
|
$
|
23,984
|
|
|
|
|
|
|
$
|
18,002
|
|
|
|
|
|
|
$
|
11,440
|
|
|
|
|
|
(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)
|
PSF amounts calculated by dividing the aggregate capital expenditure costs by the square footage as defined in (1) and (2) above.
|
(4)
|
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.
|
(5)
|
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
|
||||||
2016:
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
18.36
|
|
|
$
|
15.43
|
|
|
$
|
0.135
|
|
Second Quarter
|
|
$
|
21.10
|
|
|
$
|
17.85
|
|
|
$
|
0.135
|
|
Third Quarter
|
|
$
|
23.17
|
|
|
$
|
20.91
|
|
|
$
|
0.135
|
|
Fourth Quarter
|
|
$
|
23.27
|
|
|
$
|
20.27
|
|
|
$
|
0.135
|
|
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
|
|
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, 2016 to October 31, 2016
(1)
|
|
11,138
|
|
|
$
|
21.99
|
|
|
N/A
|
|
N/A
|
November 1, 2016 to November 30, 2016
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
December 1, 2016 to December 31, 2016
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
|
|
11,138
|
|
|
$
|
21.99
|
|
|
N/A
|
|
N/A
|
(1)
|
In October 2016, these shares were tendered by certain of our employees to satisfy minimum statutory tax withholding obligations related to the vesting of restricted shares.
|
|
Period Ending
|
|||||||||||||||
Index
|
7/18/2013
|
|
12/31/2013
|
|
6/30/2014
|
|
12/31/2014
|
|
6/30/2015
|
|
12/31/2015
|
|
6/30/2016
|
|
12/31/2016
|
|
Rexford Industrial Realty, Inc.
|
100.00
|
|
95.80
|
|
105.10
|
|
117.83
|
|
111.09
|
|
126.93
|
|
165.92
|
|
184.60
|
|
S&P 500
|
100.00
|
|
110.47
|
|
118.36
|
|
125.60
|
|
127.14
|
|
127.34
|
|
132.22
|
|
142.56
|
|
MSCI US REIT
|
100.00
|
|
91.51
|
|
107.69
|
|
119.31
|
|
111.92
|
|
122.31
|
|
138.90
|
|
132.83
|
|
SNL US REIT Industrial
|
100.00
|
|
93.91
|
|
106.36
|
|
113.62
|
|
100.84
|
|
117.07
|
|
144.02
|
|
147.43
|
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial Realty, Inc. Predecessor
|
||||||||||||||||||||
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Period from
July 24, 2013 to December 31, 2013 |
|
Year Ended Period from
January 1, 2013 to July 23, 2013 |
|
Year Ended December 31, 2012
|
||||||||||||
|
(in thousands, except for share and per share data)
|
||||||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenues from continuing operations
|
$
|
126,192
|
|
|
$
|
93,900
|
|
|
$
|
66,581
|
|
|
$
|
21,618
|
|
|
$
|
22,747
|
|
|
$
|
32,994
|
|
Net income (loss) from continuing operations
|
$
|
25,876
|
|
|
$
|
1,950
|
|
|
$
|
(1,170
|
)
|
|
$
|
(1,002
|
)
|
|
$
|
(8,194
|
)
|
|
$
|
(8,314
|
)
|
Net income (loss)
|
$
|
25,876
|
|
|
$
|
1,950
|
|
|
$
|
976
|
|
|
$
|
(711
|
)
|
|
$
|
(4,281
|
)
|
|
$
|
(8,957
|
)
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares outstanding - basic
|
62,723,021
|
|
|
54,024,923
|
|
|
31,953,506
|
|
|
24,925,226
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding - diluted
|
62,965,554
|
|
|
54,024,923
|
|
|
31,953,506
|
|
|
24,925,226
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations available to common stockholders - basic and diluted
|
$
|
0.36
|
|
|
$
|
0.03
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
||||
Net income (loss) available to common stockholders - basic and diluted
|
$
|
0.36
|
|
|
$
|
0.03
|
|
|
$
|
0.02
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
||||
Dividends declared per common share
|
$
|
0.54
|
|
|
$
|
0.51
|
|
|
$
|
0.48
|
|
|
$
|
0.21
|
|
|
|
|
|
||||
Balance Sheet Data (End of Period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total real estate held for investment, before accumulated depreciation
|
$
|
1,552,129
|
|
|
$
|
1,188,766
|
|
|
$
|
930,462
|
|
|
$
|
540,623
|
|
|
|
|
$
|
368,978
|
|
||
Total real estate held for investment, after accumulated depreciation
|
$
|
1,416,989
|
|
|
$
|
1,085,143
|
|
|
$
|
853,578
|
|
|
$
|
481,673
|
|
|
|
|
$
|
313,608
|
|
||
Total assets
|
$
|
1,515,008
|
|
|
$
|
1,153,251
|
|
|
$
|
932,185
|
|
|
$
|
554,236
|
|
|
|
|
$
|
419,114
|
|
||
Notes payable
|
$
|
500,184
|
|
|
$
|
418,154
|
|
|
$
|
356,365
|
|
|
$
|
192,008
|
|
|
|
|
$
|
294,037
|
|
||
Total liabilities
|
$
|
552,868
|
|
|
$
|
459,507
|
|
|
$
|
386,308
|
|
|
$
|
212,467
|
|
|
|
|
$
|
322,866
|
|
||
Preferred stock
|
$
|
86,651
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
||
Total equity
|
$
|
962,140
|
|
|
$
|
693,744
|
|
|
$
|
545,877
|
|
|
$
|
341,769
|
|
|
|
|
$
|
96,248
|
|
||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Funds from operations
(1)
|
$
|
58,584
|
|
|
$
|
43,844
|
|
|
$
|
27,970
|
|
|
$
|
8,316
|
|
|
$
|
4,307
|
|
|
$
|
4,614
|
|
Cash flow provided by operating activities
|
$
|
56,432
|
|
|
$
|
40,508
|
|
|
$
|
24,504
|
|
|
$
|
8,912
|
|
|
$
|
4,593
|
|
|
$
|
1,080
|
|
Cash flow used in investing activities
|
$
|
(361,214
|
)
|
|
$
|
(236,774
|
)
|
|
$
|
(380,581
|
)
|
|
$
|
(81,719
|
)
|
|
$
|
(46,616
|
)
|
|
$
|
(23,778
|
)
|
Cash flow provided by (used in) financing activities
|
$
|
315,106
|
|
|
$
|
192,861
|
|
|
$
|
355,686
|
|
|
$
|
81,804
|
|
|
$
|
(1,476
|
)
|
|
$
|
45,269
|
|
Total number of in-service properties
|
136
|
|
|
119
|
|
|
98
|
|
|
68
|
|
|
61
|
|
|
60
|
|
(1)
|
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 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 2016, we acquired
20
properties, aggregating
3.4 million
square feet, for an aggregate cost of
$371.7 million
, of which
four
properties aggregating
0.8 million
square feet were considered value-add acquisitions.
|
•
|
During 2016, we leased-up four of our value-add repositioning properties located at 2610 & 2701 Birch Street, 24105 Frampton Avenue, 12247 Lakeland Road and 15140 & 15148 Bledsoe Street. As of December 31, 2016, three of our repositioning properties are in the lease-up phase.
|
•
|
During 2016, we completed the sale of five of our properties with a combined
310,871
rentable square feet, for a total gross sales price of
$40.7 million
. The net cash proceeds, which totaled
$38.5 million
, were reinvested as part of three separate 1031 Exchange transactions.
|
•
|
In April 2016, we completed a public follow-on offering of
10,350,000
shares of our common stock, including the underwriters exercise in full of its option to purchase
1,350,000
shares of our common stock, at an offering price of
$17.65
per share, for net proceeds of approximately
$174.4 million
after deducting the underwriters’ discount and offering costs.
|
•
|
In August 2016, we completed a public offering of
3,600,000
shares of our 5.875% Series A Cumulative Redeemable Preferred Stock at a price of
$25.00
per share, for net proceeds of approximately
$86.7 million
after deducting the underwriters’ discount and offering costs.
|
•
|
During December 2016, we sold a total of
571,368
shares of our common stock under our ATM Program, of which
168,685
shares were settled in January 2017, for gross proceeds of
$13.2 million
, or approximately
$23.14
per share, and net proceeds of approximately
$13.0 million
after deducting the sales agents’ fee.
|
•
|
In January 2016, we closed on a seven-year $125 million unsecured term loan facility that will mature in January 2023. The term loan facility bears interest at LIBOR plus an applicable Eurodollar rate margin that will range from 1.50% to 2.25% per annum depending on our leverage ratio.
|
•
|
In February 2016, we executed a forward interest swap that will effectively fix the $125 million unsecured term loan facility at 1.349% plus an applicable margin from February 14, 2018, to January 14, 2022.
|
•
|
In April 2016, we exercised the accordion that was available to us under the $125 million unsecured term loan facility and established a new incremental term loan in an aggregate principal amount of $100 million.
|
•
|
In May 2016, we executed a forward interest swap that will effectively fix the incremental $100 million term loan at 1.406% plus an applicable margin from August 14, 2018, to January 14, 2022.
|
•
|
In February 2017, we entered into an agreement for a $450 million senior unsecured credit facility, comprised of a $350 million unsecured revolving credit facility that will mature in February 2021, with two six-month extensions available, and a $100 million unsecured term loan facility that will mature in February 2022. Borrowings under the $350 million unsecured revolving credit facility bear interest at LIBOR plus an applicable margin that will range from 1.10% to 1.50% per annum depending on our leverage ratio, and the $100 million unsecured term loan facility bears interest at LIBOR plus an applicable margin that will range from 1.20% to 1.70% per annum depending on our leverage ratio.
|
|
|
|
|
|
|
|
|
|
|
Estimated Construction Period
|
|
|
||||
Property (Submarket)
|
|
Market
|
|
Total Property Rentable Square Feet
|
|
Vacant Rentable Square Feet Under Repositioning/Lease-up Stage
|
|
Acquisition Date
|
|
Start
|
|
Completion
(1)
|
|
Occupancy at
12/31/16 |
||
Current Repositioning:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2535 Midway Drive (Central SD)
|
|
SD
|
|
373,744
|
|
|
373,744
|
|
|
10/22/2015
|
|
4Q-2015
|
|
3Q-2018
|
|
—%
|
14750 Nelson Avenue (San Gabriel Valley)
(2)
|
|
LA
|
|
147,360
|
|
|
147,360
|
|
|
9/8/2016
|
|
3Q-2016
|
|
1Q-2018
|
|
—%
|
301-445 Figueroa Street (South Bay)
|
|
LA
|
|
133,925
|
|
|
49,346
|
|
|
11/4/2016
|
|
4Q-2016
|
|
3Q-2017
|
|
63.2%
|
228th Street (South Bay)
(3)
|
|
LA
|
|
89,236
|
|
|
23,749
|
|
|
2/25/2014
|
|
1Q-2016
|
|
2Q-2017
|
|
66.5%
|
Total
|
|
|
|
744,265
|
|
|
594,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Lease-up Stage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
1601 Alton Parkway (OC Airport)
(4)
|
|
OC
|
|
124,000
|
|
|
14,000
|
|
|
6/27/2014
|
|
4Q-2014
|
|
1Q-2017
|
|
88.7%
|
9401 De Soto Avenue (San Fernando Valley)
|
|
LA
|
|
150,831
|
|
|
150,831
|
|
|
3/18/2015
|
|
2Q-2015
|
|
1Q-2016
|
|
—%
|
679-691 S. Anderson Street (Central LA)
|
|
LA
|
|
47,490
|
|
|
35,617
|
|
|
11/24/2014
|
|
1Q-2016
|
|
3Q-2016
|
|
25.0%
|
Total
|
|
|
|
322,321
|
|
|
200,448
|
|
|
|
|
|
|
|
|
|
Total Current Repositioning and Lease-up Stage:
|
|
|
|
1,066,586
|
|
|
794,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Future Repositioning:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
9615 Norwalk Boulevard (Mid-Counties)
(5)
|
|
LA
|
|
38,362
|
|
|
—
|
|
|
4/30/2015
|
|
2Q-2017
|
|
2Q-2018
|
|
100.0%
|
12131 Western Avenue (West OC)
(6)
|
|
OC
|
|
207,953
|
|
|
—
|
|
|
4/15/2016
|
|
1Q-2017
|
|
2Q-2017
|
|
100.0%
|
3880 Valley Boulevard (San Gabriel Valley)
|
|
LA
|
|
108,703
|
|
|
—
|
|
|
6/27/2014
|
|
1Q-2017
|
|
3Q-2017
|
|
100.0%
|
18118 S. Broadway Street (South Bay)
(7)
|
|
LA
|
|
78,183
|
|
|
—
|
|
|
4/4/2013
|
|
1Q-2017
|
|
3Q-2017
|
|
100.0%
|
3233 Mission Oaks Boulevard (Ventura)
(8)
|
|
VC
|
|
455,864
|
|
|
—
|
|
|
7/6/2016
|
|
2Q-2017
|
|
1Q-2018
|
|
80.3%
|
Total
|
|
|
|
889,065
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total Current Repositioning, Lease-up Stage and Future Repositioning
|
|
|
|
1,955,651
|
|
|
794,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Completed and Leased-up:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2610 & 2701 S. Birch Street (OC Airport)
|
|
OC
|
|
98,379
|
|
|
—
|
|
|
6/5/2014
|
|
N/A
|
|
N/A
|
|
100.0%
|
24105 Frampton Avenue (South Bay)
|
|
LA
|
|
49,841
|
|
|
—
|
|
|
3/20/2014
|
|
N/A
|
|
N/A
|
|
100.0%
|
12247 Lakeland Road (Mid-Counties)
|
|
LA
|
|
24,875
|
|
|
—
|
|
|
12/16/2015
|
|
N/A
|
|
N/A
|
|
100.0%
|
15140 & 15148 Bledsoe Street (San Fernando Valley)
|
|
LA
|
|
134,030
|
|
|
—
|
|
|
10/25/2004
|
|
N/A
|
|
N/A
|
|
100.0%
|
Total
|
|
|
|
307,125
|
|
|
—
|
|
|
|
|
|
|
|
|
|
(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 total property rentable square feet in the table above reflects the square footage of the existing building that was acquired. Upon completion of the project, the property will be approximately 200,000 square feet, which reflects an increase in square footage from the construction of two additional buildings on the excess land.
|
(3)
|
The property located at 228th Street includes eight buildings, of which three buildings aggregating
23,749
rentable square feet were under repositioning as of
December 31, 2016
.
|
(4)
|
During the year ended
December 31, 2016
, we completed construction and leased-up three units totaling 60,667 rentable square feet. We expect to complete construction and lease-up the remaining 14,000 rentable square foot unit during 1Q-2017.
|
(5)
|
9615 Norwalk has 10.26 acres of partially paved storage yard/industrial land that is currently under a month-to-month lease. We plan to construct a new building with approximately 200,000 rentable square feet after the month-to-month lease terminates.
|
(6)
|
On December 31, 2016, the full building lease held by Money Mailer Holding Corporation expired, and we subsequently began our repositioning of this building. Subsequent to December 31, 2016, we entered into a short-term lease with a tenant who will occupy approximately 100,000 rentable square feet during the construction period. This tenant is required to relocate within the building throughout construction so that we can complete our repositioning of the building. We have the right to terminate this short-term lease to coincide with the future leasing of the repositioned building.
|
(7)
|
The property located at 18118-18120 S. Broadway includes three buildings. We plan to reposition one building with 18,033 rentable square feet when the current tenant vacates in 1Q-2017.
|
(8)
|
We plan to reposition 107,965 rentable square feet of warehouse space at this property when the current tenant vacates in 2Q-2017.
|
|
|
New Leases
|
|||||||||||||||||
Quarter
|
|
Number of Leases
|
|
Rentable Square Feet
|
|
Weighted Average
Lease Term
(in years)
|
|
Effective Rent Per Square Foot
(1)
|
|
GAAP Leasing
Spreads
(2)(4)
|
|
Cash Leasing
Spreads
(3)(4)
|
|||||||
Q1-2016
|
|
46
|
|
|
248,520
|
|
|
4.6
|
|
|
$
|
10.77
|
|
|
28.8
|
%
|
|
15.0
|
%
|
Q2-2016
|
|
65
|
|
|
476,858
|
|
|
4.1
|
|
|
$
|
9.52
|
|
|
29.1
|
%
|
|
14.8
|
%
|
Q3-2016
|
|
59
|
|
|
519,212
|
|
|
4.3
|
|
|
$
|
9.54
|
|
|
17.6
|
%
|
|
10.7
|
%
|
Q4-2016
|
|
48
|
|
|
401,081
|
|
|
4.2
|
|
|
$
|
9.44
|
|
|
18.0
|
%
|
|
9.0
|
%
|
Total/Weighted Average
|
|
218
|
|
|
1,645,671
|
|
|
4.3
|
|
|
$
|
9.70
|
|
|
23.9
|
%
|
|
12.8
|
%
|
|
|
Renewals
|
|
Expiring Leases
|
|
Retention %
|
||||||||||||||||||||||
Quarter
|
|
Number of Leases
|
|
Rentable Square Feet
|
|
Weighted Average
Lease Term
(in years)
|
|
Effective Rent Per Square Foot
(1)
|
|
GAAP Leasing
Spreads
(2)(5)
|
|
Cash Leasing
Spreads (3)(5) |
|
Number of Leases
|
|
Rentable Square Feet
|
|
Rentable Square Feet
|
||||||||||
Q1-2016
|
|
80
|
|
|
712,771
|
|
|
3.0
|
|
|
$
|
9.01
|
|
|
11.7
|
%
|
|
4.4
|
%
|
|
130
|
|
|
1,071,075
|
|
|
66.5
|
%
|
Q2-2016
|
|
78
|
|
|
598,301
|
|
|
4.7
|
|
|
$
|
9.99
|
|
|
20.7
|
%
|
|
9.0
|
%
|
|
129
|
|
|
936,655
|
|
|
63.9
|
%
|
Q3-2016
|
|
75
|
|
|
318,179
|
|
|
3.0
|
|
|
$
|
10.43
|
|
|
14.4
|
%
|
|
4.9
|
%
|
|
130
|
|
|
619,461
|
|
|
51.4
|
%
|
Q4-2016
|
|
50
|
|
|
363,601
|
|
|
3.1
|
|
|
$
|
8.95
|
|
|
15.5
|
%
|
|
5.0
|
%
|
|
94
|
|
|
477,966
|
|
|
76.1
|
%
|
Total/Weighted Average
|
|
283
|
|
|
1,992,852
|
|
|
3.5
|
|
|
$
|
9.52
|
|
|
15.3
|
%
|
|
5.9
|
%
|
|
483
|
|
|
3,105,157
|
|
|
64.2
|
%
|
(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. Includes all new and renewal leases executed during each respective quarter.
|
(2)
|
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.
|
(3)
|
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.
|
(4)
|
The GAAP and cash re-leasing spreads for new leases executed during the year ended
December 31, 2016
, exclude
82
leases aggregating
1,057,003
rentable square feet for which space was vacant when the property was acquired or there was no comparable lease data. Comparable leases generally exclude: (i) space that has never been occupied under our ownership, (ii) recently repositioned/redeveloped space, (iii) space that has been vacant for over one year, (iv) space with different lease structures (for example a change from a gross lease to a modified gross lease or an increase or decrease in the leased square footage) or (v) space with lease terms shorter than six months.
|
(5)
|
The GAAP and cash re-leasing rent spreads for renewal leases executed during the year ended
December 31, 2016
, exclude
36
leases aggregating
252,872
rentable square feet for which there was no comparable lease data due to either (i) space with different lease structures or (ii) space with lease terms shorter than six months.
|
|
|
Same Properties Portfolio
|
|
Total Portfolio
|
||||||||||||||||||||||||||
|
|
Year Ended December 31,
|
|
Increase/
(Decrease)
|
|
%
Change
|
|
Year Ended December 31,
|
|
Increase/
(Decrease)
|
|
%
Change
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
|
|
||||||||||||||||||
|
|
($ in thousands)
|
||||||||||||||||||||||||||||
RENTAL REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Rental revenues
|
|
$
|
77,450
|
|
|
$
|
71,802
|
|
|
$
|
5,648
|
|
|
7.9
|
%
|
|
$
|
107,594
|
|
|
$
|
81,114
|
|
|
$
|
26,480
|
|
|
32.6
|
%
|
Tenant reimbursements
|
|
10,352
|
|
|
9,668
|
|
|
684
|
|
|
7.1
|
%
|
|
16,723
|
|
|
10,479
|
|
|
6,244
|
|
|
59.6
|
%
|
||||||
Other income
|
|
626
|
|
|
929
|
|
|
(303
|
)
|
|
(32.6
|
)%
|
|
943
|
|
|
1,013
|
|
|
(70
|
)
|
|
(6.9
|
)%
|
||||||
TOTAL RENTAL REVENUES
|
|
88,428
|
|
|
82,399
|
|
|
6,029
|
|
|
7.3
|
%
|
|
125,260
|
|
|
92,606
|
|
|
32,654
|
|
|
35.3
|
%
|
||||||
Management, leasing and development services
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
473
|
|
|
584
|
|
|
(111
|
)
|
|
(19.0
|
)%
|
||||||
Interest income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
459
|
|
|
710
|
|
|
(251
|
)
|
|
(35.4
|
)%
|
||||||
TOTAL REVENUES
|
|
88,428
|
|
|
82,399
|
|
|
6,029
|
|
|
7.3
|
%
|
|
126,192
|
|
|
93,900
|
|
|
32,292
|
|
|
34.4
|
%
|
||||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Property expenses
|
|
23,734
|
|
|
22,488
|
|
|
1,246
|
|
|
5.5
|
%
|
|
33,619
|
|
|
25,000
|
|
|
8,619
|
|
|
34.5
|
%
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
17,415
|
|
|
15,016
|
|
|
2,399
|
|
|
16.0
|
%
|
||||||
Depreciation and amortization
|
|
33,611
|
|
|
36,570
|
|
|
(2,959
|
)
|
|
(8.1
|
)%
|
|
51,407
|
|
|
41,837
|
|
|
9,570
|
|
|
22.9
|
%
|
||||||
TOTAL OPERATING EXPENSES
|
|
57,345
|
|
|
59,058
|
|
|
(1,713
|
)
|
|
(2.9
|
)%
|
|
102,441
|
|
|
81,853
|
|
|
20,588
|
|
|
25.2
|
%
|
||||||
OTHER EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquisition expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1,855
|
|
|
2,136
|
|
|
(281
|
)
|
|
(13.2
|
)%
|
||||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
14,848
|
|
|
8,453
|
|
|
6,395
|
|
|
75.7
|
%
|
||||||
TOTAL OTHER EXPENSE
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
16,703
|
|
|
10,589
|
|
|
6,114
|
|
|
57.7
|
%
|
||||||
TOTAL EXPENSES
|
|
57,345
|
|
|
59,058
|
|
|
(1,713
|
)
|
|
(2.9
|
)%
|
|
119,144
|
|
|
92,442
|
|
|
26,702
|
|
|
28.9
|
%
|
||||||
Equity in income from unconsolidated real estate entities
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
1,451
|
|
|
93
|
|
|
1,358
|
|
|
|
||||||||
Gain from early repayment of note receivable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
581
|
|
|
(581
|
)
|
|
|
||||||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(182
|
)
|
|
182
|
|
|
|
||||||||
Loss on sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
17,377
|
|
|
—
|
|
|
17,377
|
|
|
|
||||||||
NET INCOME
|
|
31,083
|
|
|
23,341
|
|
|
7,742
|
|
|
|
|
25,876
|
|
|
1,950
|
|
|
23,926
|
|
|
|
|
|
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) from 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
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
25,876
|
|
|
$
|
1,950
|
|
|
$
|
976
|
|
Add:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization, including amounts in discontinued operations
|
51,407
|
|
|
41,837
|
|
|
28,615
|
|
|||
Depreciation and amortization from unconsolidated joint ventures
(1)
|
10
|
|
|
57
|
|
|
357
|
|
|||
Loss on sale of real estate
|
—
|
|
|
—
|
|
|
150
|
|
|||
Deduct:
|
|
|
|
|
|
|
|
||||
Gain on sale of real estate, including amounts in discontinued operations
|
(17,377
|
)
|
|
—
|
|
|
(2,125
|
)
|
|||
Gain on sale of real estate from unconsolidated joint venture
(2)
|
(1,332
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Funds from operations (FFO)
|
$
|
58,584
|
|
|
$
|
43,844
|
|
|
$
|
27,970
|
|
Less: preferred stock dividends
|
(1,983
|
)
|
|
—
|
|
|
—
|
|
|||
Less: FFO attributable to noncontrolling interest
|
(1,751
|
)
|
|
(1,644
|
)
|
|
(2,329
|
)
|
|||
Less: FFO attributable to participating securities
|
(473
|
)
|
|
(322
|
)
|
|
(102
|
)
|
|||
FFO attributable to common stockholders
|
$
|
54,377
|
|
|
$
|
41,878
|
|
|
$
|
25,539
|
|
(1)
|
Amount represents our 15% share of unconsolidated joint venture real estate depreciation and amortization. See Note 11 to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
|
(2)
|
For the year ended December 31, 2016, the gain relates to the Company’s acquisition of the remaining 85% ownership interest in the property located at 3233 Mission Oaks Boulevard from the JV. See Note 11 to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
|
(3)
|
Noncontrolling interest represent holders of outstanding common units of our Operating Partnership that are owned by unit holders other than Rexford Industrial Realty, Inc.
|
(4)
|
Participating securities include unvested shares of restricted stock, unvested LTIP units of partnership interest in our Operating Partnership and unvested performance units in our Operating Partnership.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Rental income
|
$
|
107,594
|
|
|
$
|
81,114
|
|
|
$
|
56,636
|
|
Tenant reimbursements
|
16,723
|
|
|
10,479
|
|
|
7,661
|
|
|||
Other income
|
943
|
|
|
1,013
|
|
|
307
|
|
|||
Total operating revenues
|
125,260
|
|
|
92,606
|
|
|
64,604
|
|
|||
Property expenses
|
33,619
|
|
|
25,000
|
|
|
18,382
|
|
|||
Net Operating Income
|
$
|
91,641
|
|
|
$
|
67,606
|
|
|
$
|
46,222
|
|
Amortization of (below) above market lease intangibles, net
|
(78
|
)
|
|
202
|
|
|
420
|
|
|||
Straight line rental revenue adjustment
|
(4,507
|
)
|
|
(3,425
|
)
|
|
(1,400
|
)
|
|||
Cash Net Operating Income
|
$
|
87,056
|
|
|
$
|
64,383
|
|
|
$
|
45,242
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
25,876
|
|
|
$
|
1,950
|
|
|
$
|
976
|
|
Add:
|
|
|
|
|
|
|
|
||||
General and administrative
|
17,415
|
|
|
15,016
|
|
|
12,144
|
|
|||
Depreciation and amortization
|
51,407
|
|
|
41,837
|
|
|
28,608
|
|
|||
Acquisitions expense
|
1,855
|
|
|
2,136
|
|
|
2,038
|
|
|||
Interest expense
|
14,848
|
|
|
8,453
|
|
|
6,400
|
|
|||
Loss on sale of real estate
|
—
|
|
|
—
|
|
|
150
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
182
|
|
|
—
|
|
|||
Deduct:
|
|
|
|
|
|
|
|
||||
Management, leasing and development services
|
473
|
|
|
584
|
|
|
860
|
|
|||
Interest income
|
459
|
|
|
710
|
|
|
1,117
|
|
|||
Equity in income (loss) from unconsolidated real estate entities
|
1,451
|
|
|
93
|
|
|
(29
|
)
|
|||
Gain from early repayment of note receivable
|
—
|
|
|
581
|
|
|
—
|
|
|||
Income from discontinued operations before gain on sale of real estate and loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
21
|
|
|||
Gain on sale of real estate
|
17,377
|
|
|
—
|
|
|
2,125
|
|
|||
Net Operating Income
|
$
|
91,641
|
|
|
$
|
67,606
|
|
|
$
|
46,222
|
|
Amortization of (below) above market lease intangibles, net
|
(78
|
)
|
|
202
|
|
|
420
|
|
|||
Straight line rental revenue adjustment
|
(4,507
|
)
|
|
(3,425
|
)
|
|
(1,400
|
)
|
|||
Cash Net Operating Income
|
$
|
87,056
|
|
|
$
|
64,383
|
|
|
$
|
45,242
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
25,876
|
|
|
$
|
1,950
|
|
|
$
|
976
|
|
Interest expense
|
14,848
|
|
|
8,453
|
|
|
6,400
|
|
|||
Proportionate share of interest expense from unconsolidated joint venture
|
—
|
|
|
—
|
|
|
170
|
|
|||
Depreciation and amortization, including amounts in discontinued operations
|
51,407
|
|
|
41,837
|
|
|
28,615
|
|
|||
Proportionate share of real estate related depreciation and amortization from unconsolidated joint venture
(1)
|
10
|
|
|
57
|
|
|
357
|
|
|||
EBITDA
|
$
|
92,141
|
|
|
$
|
52,297
|
|
|
$
|
36,518
|
|
(1)
|
Amount represents our 15% share of unconsolidated joint venture real estate depreciation and amortization. See Note 11 to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
|
|
Payments by Period
|
||||||||||||||||||||||||||
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Principal payments and debt maturities
|
$
|
502,476
|
|
|
$
|
1,213
|
|
|
$
|
6,163
|
|
|
$
|
167,641
|
|
|
$
|
166
|
|
|
$
|
175
|
|
|
$
|
327,118
|
|
Interest payments - fixed rate debt
|
41,151
|
|
|
5,179
|
|
|
4,959
|
|
|
4,491
|
|
|
4,412
|
|
|
4,403
|
|
|
17,707
|
|
|||||||
Interest payments - variable rate debt
(1)
|
43,961
|
|
|
9,531
|
|
|
9,510
|
|
|
7,599
|
|
|
5,674
|
|
|
5,674
|
|
|
5,973
|
|
|||||||
Interest rate swap payments
(2)
|
8,657
|
|
|
1,805
|
|
|
2,648
|
|
|
1,439
|
|
|
1,356
|
|
|
1,356
|
|
|
53
|
|
|||||||
Office lease payments
|
1,594
|
|
|
635
|
|
|
622
|
|
|
337
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Ground lease payments
|
6,540
|
|
|
144
|
|
|
144
|
|
|
144
|
|
|
144
|
|
|
144
|
|
|
5,820
|
|
|||||||
Contractual obligations
(3)
|
10,078
|
|
|
10,078
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
614,457
|
|
|
$
|
28,585
|
|
|
$
|
24,046
|
|
|
$
|
181,651
|
|
|
$
|
11,752
|
|
|
$
|
11,752
|
|
|
$
|
356,671
|
|
(1)
|
Based on the 1-month LIBOR rate of
0.7717%
, as of
December 31, 2016
.
|
(2)
|
Reflects the estimated payments to counterparties assuming that the 1-month LIBOR rate is equal to
0.7717%
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 2017 and 2018, 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 “2017.”
|
|
|
Maturity Date
|
|
Stated
Interest Rate
|
|
Effective
Interest Rate
(1)
|
|
Principal Balance
(in thousands)
(2)
|
|
Maturity Date of Effective Swaps
|
|||
Secured Debt:
|
|
|
|
|
|
|
|
|
|
|
|||
$60M Term Loan
(3)
|
|
8/1/2019
(3)
|
|
LIBOR + 1.90%
|
|
3.817
|
%
|
(4)
|
$
|
59,674
|
|
|
2/15/2019
|
Gilbert/La Palma
|
|
3/1/2031
|
|
5.125%
|
|
5.125
|
%
|
|
2,909
|
|
|
—
|
|
12907 Imperial Highway
|
|
4/1/2018
|
|
5.950%
|
|
5.950
|
%
|
|
5,182
|
|
|
—
|
|
1065 Walnut Street
|
|
2/1/2019
|
|
4.550%
|
|
4.550
|
%
|
|
9,711
|
|
|
—
|
|
Unsecured Debt:
|
|
|
|
|
|
|
|
|
|
|
|||
$100M Term Loan Facility
|
|
6/11/2019
|
|
LIBOR +1.50%
(5)
|
|
3.398
|
%
|
(6)
|
100,000
|
|
|
12/14/2018
|
|
Unsecured Revolving Credit Facility
(7)
|
|
6/11/2018
(3)
|
|
LIBOR +1.55%
(5)
|
|
2.322
|
%
|
|
—
|
|
|
—
|
|
$225M Term Loan Facility
|
|
1/14/2023
|
|
LIBOR +1.75%
(5)
|
|
2.522
|
%
|
(8)
|
225,000
|
|
|
—
|
|
Guaranteed Senior Notes
|
|
8/6/2025
|
|
4.290%
|
|
4.290
|
%
|
|
100,000
|
|
|
—
|
|
Total Debt:
|
|
|
|
|
|
3.291
|
%
|
|
$
|
502,476
|
|
|
|
(1)
|
Includes the effect of interest rate swaps that were effective as of
December 31, 2016
. Assumes a 1-month LIBOR rate of
0.7717%
as of
December 31, 2016
, as applicable. Excludes the effect of amortization of deferred loan fees, discounts/premiums and the unused commitment fee on the $200 million unsecured revolving credit facility.
|
(2)
|
Excludes unamortized deferred loan fees and net debt premiums aggregating
$2.3 million
as of
December 31, 2016
.
|
(3)
|
One additional one-year extension is available, if certain conditions are satisfied.
|
(4)
|
As of
December 31, 2016
, this term loan has been effectively fixed at 3.817% 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) $29.7 million at 3.91% with an effective date of July 15, 2015.
|
(5)
|
The applicable LIBOR margin will range from 1.25% to 1.85% for the $100 million term loan facility, 1.30% to 1.90% for the $200 million unsecured revolving credit facility and 1.50% to 2.25% for the $225 Million 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, and as a result, the effective interest rate will fluctuate from period to period.
|
(6)
|
As of
December 31, 2016
, $100 million term loan facility has been effectively fixed at 1.8975% plus the applicable LIBOR margin through the use of two interest rate swaps as follows: (i) $50 million with a strike rate of 1.79% with an effective date of August 14, 2015, and (ii) $50 million with a strike rate of 2.005% with an effective date of February 16, 2016.
|
(7)
|
The $200 million unsecured revolving credit facility 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.
|
(8)
|
As of
December 31, 2016
, we have executed two interest rate swaps that will effectively fix the interest on the $225 Million Term Loan Facility as follows: (i) $125 million at 1.349% plus the applicable LIBOR margin from February 14, 2018, to January 14, 2022, and (ii) $100 million at 1.406% plus the applicable LIBOR margin from August 14, 2018, to January 14, 2022.
|
|
|
Average Term Remaining
(in years)
|
|
Stated
Interest Rate
|
|
Effective
Interest Rate
(1)
|
|
Principal Balance
(in thousands)
(2)
|
|
% of Total
|
||
Fixed vs. Variable:
|
|
|
|
|
|
|
|
|
|
|
||
Fixed
|
|
4.8
|
|
3.92%
|
|
3.92%
|
|
$
|
277,476
|
|
|
55%
|
Variable
|
|
6.0
|
|
LIBOR + 1.75%
|
|
2.52%
|
|
$
|
225,000
|
|
|
45%
|
Secured vs. Unsecured:
|
|
|
|
|
|
|
|
|
|
|
||
Secured
|
|
2.9
|
|
--
|
|
4.10%
|
|
$
|
77,476
|
|
|
15%
|
Unsecured
|
|
5.8
|
|
--
|
|
3.14%
|
|
$
|
425,000
|
|
|
85%
|
(1)
|
Includes the effect of interest rate swaps that were effective as of
December 31, 2016
. Excludes the effect of amortization of deferred loan fees, discounts/premiums and the unused commitment fee on the $200 million unsecured revolving credit facility. Assumes a 1-month LIBOR rate of
0.7717%
as of
December 31, 2016
, as applicable.
|
(2)
|
Excludes unamortized deferred loan fees and net debt premiums aggregating
$2.3 million
as of
December 31, 2016
.
|
•
|
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%;
|
•
|
For the $225 Million Term Loan Facility, 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;
|
•
|
For the Amended Credit Agreement, maintaining a minimum tangible net worth of at least the sum of (i) $760,740,750 and (ii) an amount equal to at least 75% of the net equity proceeds received by the Company after September 30, 2016;
|
•
|
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 term 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 million, or (ii) $8 million if we elect to have Line of Credit Availability (as defined in the term loan agreement) included in the calculation, of which $2 million 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 million, to be tested annually as of December 31 of each year.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Cash provided by operating activities
|
$
|
56,432
|
|
|
$
|
40,508
|
|
|
$
|
15,924
|
|
Cash used in investing activities
|
$
|
(361,214
|
)
|
|
$
|
(236,774
|
)
|
|
$
|
(124,440
|
)
|
Cash provided by financing activities
|
$
|
315,106
|
|
|
$
|
192,861
|
|
|
$
|
122,245
|
|
|
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
|
)
|
F-1
|
|
Audited Consolidated Financial Statements of Rexford Industrial Realty, Inc.:
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
|
F-8
|
|
F-41
|
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
|
|
2.1
|
|
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
|
|
2.1
|
|
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
|
|
2.1
|
|
1/27/2015
|
2.18
|
|
Stock Purchase Agreement by and among Atlantic CT Holdings, LLC, Atlantic CT REIT, Inc. and Rexford Industrial Realty, L.P. dated April 11, 2016.
|
|
8-K
|
|
001-36008
|
|
2.1
|
|
4/11/2016
|
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
|
3.3
|
|
Articles Supplementary designating the Series A Preferred Stock of Rexford Industrial Realty, Inc.
|
|
8-A
|
|
001-36008
|
|
3.3
|
|
8/15/2016
|
4.1
|
|
Form of Certificate of Common Stock of Rexford Industrial Realty, Inc.
|
|
S-11/A
|
|
333-188806
|
|
4.1
|
|
7/15/2013
|
4.2
|
|
Form of Specimen Certificate of Series A Preferred Stock of Rexford Industrial Realty, Inc.
|
|
8-A
|
|
001-36008
|
|
4.1
|
|
8/15/2016
|
10.1
|
|
Third Amended and Restated Agreement of Limited Partnership of Rexford Industrial Realty, L.P.
|
|
8-K
|
|
001-36008
|
|
3.2
|
|
8/16/2016
|
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
|
|
10.70
|
|
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
|
|
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
|
10.19
|
|
Reaffirmation of Guaranty, dated January 24, 2014 by Rexford Industrial Realty, Inc.
|
|
8-K
|
|
001-36008
|
|
10.2
|
|
8/12/2014
|
10.20
|
|
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
|
10.21
|
|
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
|
10.22
|
|
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
|
10.23
|
|
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-K
|
|
001-36008
|
|
10.24
|
|
2/25/2016
|
10.24
|
|
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-K
|
|
001-36008
|
|
10.25
|
|
2/25/2016
|
10.25
|
|
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-K
|
|
001-36008
|
|
10.26
|
|
2/25/2016
|
10.26
|
|
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
|
10.27
|
|
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
|
10.28
|
|
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
|
10.29
|
|
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
|
10.30
|
|
Credit Agreement, dated as of January 14, 2016, among Rexford Industrial Realty, L.P., Rexford Industrial Realty Inc., PNC Bank, National Association, as administrative agent, U.S. Bank, National Association, as syndication agent, PNC Capital Markets LLC and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, and the other lenders named therein.
|
|
8-K
|
|
001-36008
|
|
10.1
|
|
1/20/2016
|
10.31
|
|
Increase Certificate dated April 15, 2016.
|
|
8-K
|
|
001-36008
|
|
10.1
|
|
4/15/2016
|
10.32
|
|
Second Amended and Restated Credit Agreement, dated as of February 14, 2017, among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Citibank, N.A. as administrative agent, swing line lender and letter of credit issuer, and the other lenders named therein.
|
|
8-K
|
|
001-36008
|
|
10.10
|
|
2/15/2017
|
10.33*
|
|
Third Amendment to Credit Agreement, dated February 14, 2017, among Rexford Industrial Realty, L.P., Rexford Industrial Realty Inc., PNC Bank, National Association, as administrative agent, U.S. Bank, National Association, as syndication agent, PNC Capital Markets LLC and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, and the other lenders named therein.
|
|
|
|
|
|
|
|
|
12.1*
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
|
|
|
|
|
|
|
|
|
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, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
*
|
Filed herein
|
**
|
Furnished herein
|
†
|
Compensatory plan or arrangement
|
|
|
Rexford Industrial Realty, Inc.
|
February 22, 2017
|
|
/s/ Michael S. Frankel
|
|
|
Michael S. Frankel
|
|
|
Co-Chief Executive Officer (Principal Executive Officer)
|
|
|
|
February 22, 2017
|
|
/s/ Howard Schwimmer
|
|
|
Howard Schwimmer
|
|
|
Co-Chief Executive Officer (Principal Executive Officer)
|
|
|
|
February 22, 2017
|
|
/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 22, 2017
|
Michael S. Frankel
|
|
|
|
|
|
|
|
|
|
/s/ Howard Schwimmer
|
|
Co- Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 22, 2017
|
Howard Schwimmer
|
|
|
|
|
|
|
|
|
|
/s/ Adeel Khan
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
February 22, 2017
|
Adeel Khan
|
|
|
|
|
|
|
|
|
|
/s/ Richard Ziman
|
|
Chairman of the Board
|
|
February 22, 2017
|
Richard Ziman
|
|
|
|
|
|
|
|
|
|
/s/ Robert L. Antin
|
|
Director
|
|
February 22, 2017
|
Robert L. Antin
|
|
|
|
|
|
|
|
|
|
/s/ Steven C. Good
|
|
Director
|
|
February 22, 2017
|
Steven C. Good
|
|
|
|
|
|
|
|
|
|
/s/ Peter Schwab
|
|
Director
|
|
February 22, 2017
|
Peter Schwab
|
|
|
|
|
|
|
|
|
|
/s/ Tyler H. Rose
|
|
Director
|
|
February 22, 2017
|
Tyler H. Rose
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
Land
|
$
|
683,919
|
|
|
$
|
492,704
|
|
Buildings and improvements
|
811,614
|
|
|
650,075
|
|
||
Tenant improvements
|
38,644
|
|
|
28,977
|
|
||
Furniture, fixtures, and equipment
|
174
|
|
|
188
|
|
||
Construction in progress
|
17,778
|
|
|
16,822
|
|
||
Total real estate held for investment
|
1,552,129
|
|
|
1,188,766
|
|
||
Accumulated depreciation
|
(135,140
|
)
|
|
(103,623
|
)
|
||
Investments in real estate, net
|
1,416,989
|
|
|
1,085,143
|
|
||
Cash and cash equivalents
|
15,525
|
|
|
5,201
|
|
||
Notes receivable
|
5,934
|
|
|
—
|
|
||
Rents and other receivables, net
|
2,749
|
|
|
3,040
|
|
||
Deferred rent receivable, net
|
11,873
|
|
|
7,827
|
|
||
Deferred leasing costs, net
|
8,672
|
|
|
5,331
|
|
||
Deferred loan costs, net
|
847
|
|
|
1,445
|
|
||
Acquired lease intangible assets, net
|
36,365
|
|
|
30,383
|
|
||
Acquired indefinite-lived intangible
|
5,170
|
|
|
5,271
|
|
||
Interest rate swap asset
|
5,594
|
|
|
—
|
|
||
Other assets
|
5,290
|
|
|
5,523
|
|
||
Investment in unconsolidated real estate entities
|
—
|
|
|
4,087
|
|
||
Total Assets
|
$
|
1,515,008
|
|
|
$
|
1,153,251
|
|
LIABILITIES & EQUITY
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Notes payable
|
$
|
500,184
|
|
|
$
|
418,154
|
|
Interest rate swap liability
|
2,045
|
|
|
3,144
|
|
||
Accounts payable, accrued expenses and other liabilities
|
13,585
|
|
|
12,631
|
|
||
Dividends payable
|
9,282
|
|
|
7,806
|
|
||
Acquired lease intangible liabilities, net
|
9,130
|
|
|
3,387
|
|
||
Tenant security deposits
|
15,187
|
|
|
11,539
|
|
||
Prepaid rents
|
3,455
|
|
|
2,846
|
|
||
Total Liabilities
|
552,868
|
|
|
459,507
|
|
||
Equity
|
|
|
|
||||
Rexford Industrial Realty, Inc. stockholders’ equity
|
|
|
|
||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized; 5.875% series A cumulative redeemable preferred stock, liquidation preference $25.00 per share, 3,600,000 and zero shares outstanding as of December 31, 2016 and December 31, 2015, respectively ($90,000 liquidation preference)
|
86,651
|
|
|
—
|
|
||
Common Stock, $0.01 par value 490,000,000 authorized and 66,454,375 and 55,598,684 outstanding as of December 31, 2016 and December 31, 2015, respectively
|
662
|
|
|
553
|
|
||
Additional paid in capital
|
907,834
|
|
|
722,722
|
|
||
Cumulative distributions in excess of earnings
|
(59,277
|
)
|
|
(48,103
|
)
|
||
Accumulated other comprehensive income (loss)
|
3,445
|
|
|
(3,033
|
)
|
||
Total stockholders’ equity
|
939,315
|
|
|
672,139
|
|
||
Noncontrolling interests
|
22,825
|
|
|
21,605
|
|
||
Total Equity
|
962,140
|
|
|
693,744
|
|
||
Total Liabilities and Equity
|
$
|
1,515,008
|
|
|
$
|
1,153,251
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
RENTAL REVENUES
|
|
|
|
|
|
||||||
Rental income
|
$
|
107,594
|
|
|
$
|
81,114
|
|
|
$
|
56,636
|
|
Tenant reimbursements
|
16,723
|
|
|
10,479
|
|
|
7,661
|
|
|||
Other income
|
943
|
|
|
1,013
|
|
|
307
|
|
|||
TOTAL RENTAL REVENUES
|
125,260
|
|
|
92,606
|
|
|
64,604
|
|
|||
Management, leasing and development services
|
473
|
|
|
584
|
|
|
860
|
|
|||
Interest income
|
459
|
|
|
710
|
|
|
1,117
|
|
|||
TOTAL REVENUES
|
126,192
|
|
|
93,900
|
|
|
66,581
|
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
||||||
Property expenses
|
33,619
|
|
|
25,000
|
|
|
18,382
|
|
|||
General and administrative
|
17,415
|
|
|
15,016
|
|
|
12,144
|
|
|||
Depreciation and amortization
|
51,407
|
|
|
41,837
|
|
|
28,608
|
|
|||
TOTAL OPERATING EXPENSES
|
102,441
|
|
|
81,853
|
|
|
59,134
|
|
|||
OTHER (INCOME) EXPENSE
|
|
|
|
|
|
||||||
Acquisition expenses
|
1,855
|
|
|
2,136
|
|
|
2,038
|
|
|||
Interest expense
|
14,848
|
|
|
8,453
|
|
|
6,400
|
|
|||
TOTAL OTHER EXPENSE
|
16,703
|
|
|
10,589
|
|
|
8,438
|
|
|||
TOTAL EXPENSES
|
119,144
|
|
|
92,442
|
|
|
67,572
|
|
|||
Equity in income (loss) from unconsolidated real estate entities
|
1,451
|
|
|
93
|
|
|
(29
|
)
|
|||
Gain from early repayment of note receivable
|
—
|
|
|
581
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
(182
|
)
|
|
—
|
|
|||
Gain (loss) on sale of real estate
|
17,377
|
|
|
—
|
|
|
(150
|
)
|
|||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS
|
25,876
|
|
|
1,950
|
|
|
(1,170
|
)
|
|||
DISCONTINUED OPERATIONS
|
|
|
|
|
|
||||||
Income from discontinued operations before gain on sale of real estate and loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
21
|
|
|||
Gain on sale of real estate
|
—
|
|
|
—
|
|
|
2,125
|
|
|||
INCOME FROM DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
2,146
|
|
|||
NET INCOME
|
25,876
|
|
|
1,950
|
|
|
976
|
|
|||
Less: net income attributable to noncontrolling interest
|
(750
|
)
|
|
(76
|
)
|
|
(80
|
)
|
|||
NET INCOME ATTRIBUTABLE TO REXFORD INDUSTRIAL REALTY, INC.
|
25,126
|
|
|
1,874
|
|
|
896
|
|
|||
Less: preferred stock dividends
|
(1,983
|
)
|
|
—
|
|
|
—
|
|
|||
Less: earnings allocated to participating securities
|
(302
|
)
|
|
(223
|
)
|
|
(102
|
)
|
|||
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
|
22,841
|
|
|
$
|
1,651
|
|
|
$
|
794
|
|
Income (loss) from continuing operations attributable to common stockholders per share - basic and diluted
|
$
|
0.36
|
|
|
$
|
0.03
|
|
|
$
|
(0.04
|
)
|
Net income (loss) attributable to common stockholders per share - basic and diluted
|
$
|
0.36
|
|
|
$
|
0.03
|
|
|
$
|
0.02
|
|
Weighted average shares of common stock outstanding - basic
|
62,723,021
|
|
|
54,024,923
|
|
|
31,953,506
|
|
|||
Weighted average shares of common stock outstanding - diluted
|
62,965,554
|
|
|
54,024,923
|
|
|
31,953,506
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
25,876
|
|
|
$
|
1,950
|
|
|
$
|
976
|
|
Other comprehensive income (loss): cash flow hedge adjustment
|
6,693
|
|
|
(1,742
|
)
|
|
(1,402
|
)
|
|||
Comprehensive income (loss)
|
32,569
|
|
|
208
|
|
|
(426
|
)
|
|||
Less: comprehensive (income) loss attributable to noncontrolling interests
|
(965
|
)
|
|
(36
|
)
|
|
(9
|
)
|
|||
Comprehensive income (loss) attributable to common stockholders
|
$
|
31,604
|
|
|
$
|
172
|
|
|
$
|
(435
|
)
|
|
Preferred Stock
|
|
Number of
Shares
|
|
Common
Stock
|
|
Additional
Paid-in Capital
|
|
Cumulative Distributions in Excess of Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
|||||||||||||||||
Balance at December 31, 2013
|
$
|
—
|
|
|
25,559,886
|
|
|
$
|
255
|
|
|
$
|
311,936
|
|
|
$
|
(5,993
|
)
|
|
$
|
—
|
|
|
$
|
306,198
|
|
|
$
|
35,571
|
|
|
$
|
341,769
|
|
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
|
|
||||||||
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock
|
—
|
|
|
(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
|
)
|
||||||||
Common stock 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
|
|
||||||||
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock
|
—
|
|
|
(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
|
)
|
||||||||
Common stock 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
|
|
|
Issuance of preferred stock
|
90,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,000
|
|
|
—
|
|
|
90,000
|
|
||||||||
Issuance of common stock
|
—
|
|
|
10,752,683
|
|
|
108
|
|
|
191,882
|
|
|
—
|
|
|
—
|
|
|
191,990
|
|
|
—
|
|
|
191,990
|
|
||||||||
Offering costs
|
(3,349
|
)
|
|
—
|
|
|
—
|
|
|
(8,662
|
)
|
|
—
|
|
|
—
|
|
|
(12,011
|
)
|
|
—
|
|
|
(12,011
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
79,736
|
|
|
1
|
|
|
2,009
|
|
|
—
|
|
|
—
|
|
|
2,010
|
|
|
1,972
|
|
|
3,982
|
|
||||||||
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock
|
—
|
|
|
(36,374
|
)
|
|
—
|
|
|
(747
|
)
|
|
—
|
|
|
—
|
|
|
(747
|
)
|
|
—
|
|
|
(747
|
)
|
||||||||
Conversion of units to common stock
|
—
|
|
|
59,646
|
|
|
—
|
|
|
630
|
|
|
—
|
|
|
—
|
|
|
630
|
|
|
(630
|
)
|
|
—
|
|
||||||||
Acquisition of real estate portfolio
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|
125
|
|
||||||||
Net income
|
1,983
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,143
|
|
|
—
|
|
|
25,126
|
|
|
750
|
|
|
25,876
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,478
|
|
|
6,478
|
|
|
215
|
|
|
6,693
|
|
||||||||
Preferred stock dividends
|
(1,983
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,983
|
)
|
|
—
|
|
|
(1,983
|
)
|
||||||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,317
|
)
|
|
—
|
|
|
(34,317
|
)
|
|
—
|
|
|
(34,317
|
)
|
||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,212
|
)
|
|
(1,212
|
)
|
||||||||
Balance at December 31, 2016
|
$
|
86,651
|
|
|
66,454,375
|
|
|
$
|
662
|
|
|
$
|
907,834
|
|
|
$
|
(59,277
|
)
|
|
$
|
3,445
|
|
|
$
|
939,315
|
|
|
$
|
22,825
|
|
|
$
|
962,140
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
25,876
|
|
|
$
|
1,950
|
|
|
$
|
976
|
|
Adjustments to reconcile net income to net
cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in (income) loss from unconsolidated real estate entities
|
(1,451
|
)
|
|
(93
|
)
|
|
29
|
|
|||
Provision for doubtful accounts
|
1,287
|
|
|
1,448
|
|
|
675
|
|
|||
Depreciation and amortization
|
51,407
|
|
|
41,837
|
|
|
28,608
|
|
|||
Depreciation and amortization included in discontinued operations
|
—
|
|
|
—
|
|
|
7
|
|
|||
Amortization of (below) above market lease intangibles, net
|
(78
|
)
|
|
202
|
|
|
420
|
|
|||
Amortization of loan origination fees
|
(150
|
)
|
|
—
|
|
|
—
|
|
|||
Accretion of discount on notes receivable
|
—
|
|
|
(178
|
)
|
|
(263
|
)
|
|||
Deferred interest income on notes receivable
|
(84
|
)
|
|
—
|
|
|
—
|
|
|||
Gain from early repayment of notes receivable
|
—
|
|
|
(581
|
)
|
|
—
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
182
|
|
|
—
|
|
|||
(Gain) loss on sale of real estate
|
(17,377
|
)
|
|
—
|
|
|
150
|
|
|||
Gain on sale of real estate included in discontinued operations
|
—
|
|
|
—
|
|
|
(2,125
|
)
|
|||
Amortization of loan costs
|
1,014
|
|
|
812
|
|
|
684
|
|
|||
Accretion of premium on notes payable
|
(238
|
)
|
|
(191
|
)
|
|
(209
|
)
|
|||
Equity based compensation expense
|
3,835
|
|
|
1,752
|
|
|
1,042
|
|
|||
Straight-line rent
|
(4,507
|
)
|
|
(3,425
|
)
|
|
(1,400
|
)
|
|||
Change in working capital components:
|
|
|
|
|
|
|
|
||||
Rents and other receivables
|
(988
|
)
|
|
(2,676
|
)
|
|
(1,558
|
)
|
|||
Deferred leasing costs
|
(5,596
|
)
|
|
(3,421
|
)
|
|
(2,362
|
)
|
|||
Other assets
|
71
|
|
|
(1,286
|
)
|
|
(1,069
|
)
|
|||
Accounts payable, accrued expenses and other liabilities
|
1,667
|
|
|
1,806
|
|
|
1,227
|
|
|||
Tenant security deposits
|
2,155
|
|
|
1,608
|
|
|
961
|
|
|||
Prepaid rents
|
(411
|
)
|
|
762
|
|
|
(1,289
|
)
|
|||
Net cash provided by operating activities
|
56,432
|
|
|
40,508
|
|
|
24,504
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Acquisition of investments in real estate
|
(367,621
|
)
|
|
(230,599
|
)
|
|
(383,662
|
)
|
|||
Capital expenditures
|
(31,928
|
)
|
|
(22,181
|
)
|
|
(13,959
|
)
|
|||
Acquisition related deposits
|
—
|
|
|
2,110
|
|
|
(600
|
)
|
|||
Contributions to unconsolidated real estate entities
|
—
|
|
|
—
|
|
|
(105
|
)
|
|||
Distributions from unconsolidated real estate entities
|
5,530
|
|
|
—
|
|
|
1,745
|
|
|||
Issuance of notes receivable
|
(5,700
|
)
|
|
—
|
|
|
—
|
|
|||
Change in restricted cash
|
—
|
|
|
—
|
|
|
325
|
|
|||
Principal repayments of notes receivable
|
—
|
|
|
13,896
|
|
|
265
|
|
|||
Proceeds from sale of real estate
|
38,505
|
|
|
—
|
|
|
15,410
|
|
|||
Net cash used in investing activities
|
(361,214
|
)
|
|
(236,774
|
)
|
|
(380,581
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Issuance of preferred stock, net
|
86,651
|
|
|
—
|
|
|
—
|
|
|||
Issuance of common stock, net
|
183,386
|
|
|
175,833
|
|
|
221,773
|
|
|||
Proceeds from notes payable
|
263,000
|
|
|
272,000
|
|
|
301,500
|
|
|||
Repayment of notes payable
|
(179,223
|
)
|
|
(226,710
|
)
|
|
(147,241
|
)
|
|||
Deferred loan costs
|
(1,925
|
)
|
|
(796
|
)
|
|
(1,876
|
)
|
|||
Debt extinguishment costs
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
Dividends paid to preferred stockholders
|
(1,983
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid to common stockholders
|
(32,852
|
)
|
|
(26,042
|
)
|
|
(16,700
|
)
|
|||
Distributions paid to common unitholders
|
(1,201
|
)
|
|
(1,095
|
)
|
|
(1,672
|
)
|
|||
Repurchase of common shares to satisfy employee tax withholding requirements
|
(747
|
)
|
|
(191
|
)
|
|
(98
|
)
|
|||
Repurchase of operating partnership units
|
—
|
|
|
(136
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
315,106
|
|
|
192,861
|
|
|
355,686
|
|
|||
Increase (decrease) in cash and cash equivalents
|
10,324
|
|
|
(3,405
|
)
|
|
(391
|
)
|
|||
Cash and cash equivalents, beginning of period
|
5,201
|
|
|
8,606
|
|
|
8,997
|
|
|||
Cash and cash equivalents, end of period
|
$
|
15,525
|
|
|
$
|
5,201
|
|
|
$
|
8,606
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for interest (net of capitalized interest of $1,653, $754 and $42 for 2016, 2015 and 2014, respectively)
|
$
|
13,943
|
|
|
$
|
6,147
|
|
|
$
|
5,793
|
|
Supplemental disclosure of noncash investing and financing transactions:
|
|
|
|
|
|
||||||
Assumption of loan in connection with acquisition of real estate including loan premium
|
$
|
—
|
|
|
$
|
17,097
|
|
|
$
|
10,565
|
|
Capital expenditure accruals
|
$
|
1,284
|
|
|
$
|
610
|
|
|
$
|
463
|
|
Accrual of dividends
|
$
|
9,282
|
|
|
$
|
7,806
|
|
|
$
|
5,244
|
|
2.
|
Summary of Significant Accounting Policies
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Rents and other receivables
|
$
|
5,565
|
|
|
$
|
4,938
|
|
Allowance for doubtful accounts
|
(2,816
|
)
|
|
(1,898
|
)
|
||
Rents and other receivables, net
|
$
|
2,749
|
|
|
$
|
3,040
|
|
|
|
|
|
||||
Deferred rent receivable
|
$
|
11,903
|
|
|
$
|
7,913
|
|
Allowance for doubtful accounts
|
(30
|
)
|
|
(86
|
)
|
||
Deferred rent receivable, net
|
$
|
11,873
|
|
|
$
|
7,827
|
|
3.
|
Investments in Real Estate
|
Property
|
|
Submarket
|
|
Date of Acquisition
|
|
Rentable Square Feet
|
|
Number of Buildings
|
|
Contractual Purchase Price
(in thousands)
|
|||
8525 Camino Santa Fe
(1)
|
|
San Diego - Central
|
|
3/15/2016
|
|
59,399
|
|
|
1
|
|
$
|
8,450
|
|
28454 Livingston Avenue
(1)
|
|
Los Angeles - San Fernando Valley
|
|
3/29/2016
|
|
134,287
|
|
|
1
|
|
16,000
|
|
|
REIT Portfolio
(2)
|
|
Various
(2)
|
|
4/15/2016
|
|
1,530,814
|
|
|
9
|
|
191,000
|
|
|
10750-10826 Lower Azusa Road
(3)
|
|
Los Angeles - San Gabriel Valley
|
|
5/3/2016
|
|
79,050
|
|
|
4
|
|
7,660
|
|
|
525 Park Avenue
(4)
|
|
Los Angeles - San Fernando Valley
|
|
6/30/2016
|
|
63,403
|
|
|
1
|
|
7,550
|
|
|
3233 Mission Oaks Boulevard
(5)
|
|
Ventura
|
|
7/6/2016
|
|
457,693
|
|
|
1
|
|
25,700
|
|
|
1600 E. Orangethorpe Avenue
(4)
|
|
Orange County - North
|
|
8/24/2016
|
|
345,756
|
|
|
6
|
|
40,137
|
|
|
14742-14750 Nelson Avenue
(4)
|
|
Los Angeles - San Gabriel Valley
|
|
9/8/2016
|
|
145,531
|
|
|
2
|
|
15,000
|
|
|
3927 Oceanic Drive
(4)
|
|
San Diego - North County
|
|
10/21/2016
|
|
54,740
|
|
|
1
|
|
7,200
|
|
|
301-445 Figueroa Street
(4)
|
|
Los Angeles - South Bay
|
|
11/4/2016
|
|
133,925
|
|
|
1
|
|
13,000
|
|
|
12320 4th Street
(6)
|
|
Inland Empire - West
|
|
12/7/2016
|
|
284,676
|
|
|
2
|
|
24,435
|
|
|
9190 Activity Road
(4)
|
|
San Diego - Central
|
|
12/16/2016
|
|
83,520
|
|
|
1
|
|
15,550
|
|
|
|
|
|
|
|
|
3,372,794
|
|
|
30
|
|
$
|
371,682
|
|
(1)
|
This acquisition was funded with available cash on hand and borrowings under our unsecured revolving credit facility.
|
(2)
|
The REIT Portfolio Acquisition was funded with available cash on hand, proceeds from a $100.0 million term loan borrowing and proceeds from an equity offering of
10.35 million
shares of our common stock. See Notes 5 and 13 for additional information. The REIT Portfolio consists of nine properties located in four of our core submarkets, including Orange County, Los Angeles - San Gabriel Valley, Inland Empire West and Central San Diego.
|
(3)
|
This acquisition was partially funded through a tax-deferred like-kind exchange under Section 1031 of the Internal Revenue Code (“1031 Exchange”) using
$2.5 million
of net cash proceeds from the sale of our property located at 6010 North Paramount Boulevard and available cash on hand.
|
(4)
|
This acquisition was funded with available cash on hand.
|
(5)
|
We acquired this property from our unconsolidated joint venture (see Note 11). Prior to the acquisition, our ownership interest in the property was
15.0%
. This acquisition was partially funded through a 1031 Exchange using
$18.0 million
of net cash proceeds from the sale of our properties located at 1840 Dana Street and 12910 East Mulberry Drive and available cash on hand.
|
(6)
|
This acquisition was partially funded through a 1031 Exchange using
$18.1 million
of net cash proceeds from the sale of our properties located at 22343-22349 La Palma Avenue and 157th Street and available cash on hand.
|
(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
.
|
|
|
2016
|
|
2015
|
||||||||||||
|
|
REIT Portfolio Acquisition
|
|
Other Acquisitions
|
|
Total Acquisitions
|
|
Total Acquisitions
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Land
(1)
|
|
$
|
101,530
|
|
|
$
|
102,296
|
|
|
$
|
203,826
|
|
|
$
|
124,660
|
|
Buildings and improvements
(2)
|
|
74,586
|
|
|
72,588
|
|
|
147,174
|
|
|
106,496
|
|
||||
Tenant improvements
|
|
2,875
|
|
|
2,461
|
|
|
5,336
|
|
|
4,792
|
|
||||
Acquired lease intangible assets
(3)
|
|
12,103
|
|
|
9,180
|
|
|
21,283
|
|
|
16,236
|
|
||||
Other acquired assets
(4)
|
|
222
|
|
|
305
|
|
|
527
|
|
|
128
|
|
||||
Total assets acquired
|
|
191,316
|
|
|
186,830
|
|
|
378,146
|
|
|
252,312
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Acquired lease intangible liabilities
(5)
|
|
934
|
|
|
6,583
|
|
|
7,517
|
|
|
1,713
|
|
||||
Notes payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,097
|
|
||||
Deferred rent liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
977
|
|
||||
Other assumed liabilities
(4)
|
|
1,519
|
|
|
1,364
|
|
|
2,883
|
|
|
1,926
|
|
||||
Total liabilities assumed
|
|
2,453
|
|
|
7,947
|
|
|
10,400
|
|
|
21,713
|
|
||||
Net assets acquired
|
|
188,863
|
|
|
178,883
|
|
|
367,746
|
|
|
230,599
|
|
(1)
|
The allocation to land in 2016 includes
$0.2 million
of capitalized acquisition costs related to the purchase of 14742-14750 Nelson Avenue and 3927 Oceanic Drive, which were accounted for as an asset acquisition. 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.
|
(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.
|
(3)
|
For the REIT Portfolio, acquired lease intangible assets consist of
$11.1 million
of in-place lease intangibles with a weighted average amortization period of
5.0
years and
$1.0 million
of above-market lease intangibles with a weighted average amortization period of
7.6
years. For the other 2016 acquisitions, acquired lease intangible assets consist of
$8.9 million
of in-place lease intangibles with a weighted average amortization period of
5.5
years and
$0.3 million
of above-market lease intangibles with a weighted average amortization period of
2.4
years. For 2015 acquisitions, acquired lease intangible assets consists of
$12.1 million
of in-place lease intangibles with a weighted average amortization period of
5.5
years and
$4.1 million
of above-market tenant lease intangibles with a weighted average amortization period of
11.9
years.
|
(4)
|
Includes other working capital assets acquired (prepaid expenses, other receivables and other assets) and liabilities assumed (tenant security deposits and other payables), respectively, at the time of acquisition.
|
(5)
|
Represents below-market lease intangibles with a weighted average amortization period of
4.8
years,
10.3
years and
5.9
years for the REIT Portfolio, other 2016 acquisitions and total 2015 acquisitions, respectively.
|
|
Year Ended December 31, 2016
|
||
Revenues
|
$
|
15,496
|
|
Net Income
|
$
|
4,503
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenues
|
$
|
137,744
|
|
|
$
|
116,585
|
|
Net income
|
$
|
26,427
|
|
|
$
|
(76
|
)
|
Net income attributable to common stockholders per share - basic
|
$
|
0.42
|
|
|
$
|
—
|
|
Net income attributable to common stockholders per share - diluted
|
$
|
0.42
|
|
|
$
|
—
|
|
4.
|
Acquired Lease Intangibles
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
Acquired Lease Intangible Assets:
|
|
|
|
||
In-place lease intangibles
|
68,234
|
|
|
49,265
|
|
Accumulated amortization
|
(37,648
|
)
|
|
(25,107
|
)
|
In-place lease intangibles, net
|
30,586
|
|
|
24,158
|
|
|
|
|
|
||
Above-market tenant leases
|
10,191
|
|
|
9,062
|
|
Accumulated amortization
|
(4,412
|
)
|
|
(2,837
|
)
|
Above-market tenant leases, net
|
5,779
|
|
|
6,225
|
|
Acquired lease intangible assets, net
|
36,365
|
|
|
30,383
|
|
|
|
|
|
||
Acquired Lease Intangible Liabilities:
|
|
|
|
|
|
Below-market tenant leases
|
(12,426
|
)
|
|
(5,227
|
)
|
Accumulated accretion
|
3,477
|
|
|
2,053
|
|
Below-market tenant leases, net
|
(8,949
|
)
|
|
(3,174
|
)
|
|
|
|
|
||
Below-market ground lease
|
(290
|
)
|
|
(290
|
)
|
Accumulated accretion
|
109
|
|
|
77
|
|
Below-market ground lease, net
|
(181
|
)
|
|
(213
|
)
|
Acquired lease intangible liabilities, net
|
(9,130
|
)
|
|
(3,387
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
In-place lease intangibles
(1)
|
$
|
13,560
|
|
|
$
|
12,445
|
|
|
$
|
9,275
|
|
Net above (below) market tenant leases
(2)
|
$
|
(46
|
)
|
|
$
|
234
|
|
|
$
|
452
|
|
Above-market ground lease
(3)
|
$
|
(32
|
)
|
|
$
|
(32
|
)
|
|
$
|
(32
|
)
|
(1)
|
The amortization of in-place lease intangibles is recorded to depreciation and amortization expense in the consolidated 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 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 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) |
||||||
2017
|
$
|
10,087
|
|
|
$
|
(403
|
)
|
|
$
|
(32
|
)
|
2018
|
6,979
|
|
|
(481
|
)
|
|
(32
|
)
|
|||
2019
|
5,413
|
|
|
(417
|
)
|
|
(32
|
)
|
|||
2020
|
3,602
|
|
|
(475
|
)
|
|
(32
|
)
|
|||
2021
|
1,947
|
|
|
(511
|
)
|
|
(32
|
)
|
|||
Thereafter
|
2,558
|
|
|
(883
|
)
|
|
(21
|
)
|
|||
Total
|
$
|
30,586
|
|
|
$
|
(3,170
|
)
|
|
$
|
(181
|
)
|
(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 increase 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.
|
5.
|
Notes Payable
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Principal amount
|
|
$
|
502,476
|
|
|
$
|
418,698
|
|
Less: unamortized discount and deferred loan costs
(1)
|
|
(2,292
|
)
|
|
(544
|
)
|
||
Carrying value
|
|
$
|
500,184
|
|
|
$
|
418,154
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||||||||
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
$60m Term Loan
(3)
|
$
|
59,674
|
|
|
$
|
(204
|
)
|
|
$
|
60,000
|
|
|
$
|
(283
|
)
|
|
8/1/2019
|
(4)
|
LIBOR+1.90%
|
|
|
3.95
|
%
|
|
Gilbert/La Palma
|
2,909
|
|
|
(145
|
)
|
|
3,044
|
|
|
(153
|
)
|
|
3/1/2031
|
|
5.125
|
%
|
(5)
|
5.39
|
%
|
|
||||
12907 Imperial Highway
|
5,182
|
|
|
180
|
|
|
5,299
|
|
|
303
|
|
|
4/1/2018
|
|
5.950
|
%
|
(6)
|
3.50
|
%
|
|
||||
1065 Walnut Street
|
9,711
|
|
|
192
|
|
|
9,855
|
|
|
292
|
|
|
2/1/2019
|
(7)
|
4.550
|
%
|
(8)
|
3.54
|
%
|
|
||||
Unsecured Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
$100M Term Loan Facility
|
100,000
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
6/11/2019
|
|
LIBOR+1.50%
|
|
(9)
|
3.40
|
%
|
(10)
|
||||
Revolving Credit Facility
|
—
|
|
|
—
|
|
|
140,500
|
|
|
—
|
|
|
6/11/2018
|
(4)
|
LIBOR+1.55%
|
|
(9)(11)
|
2.32
|
%
|
|
||||
$225M Term Loan Facility
|
225,000
|
|
|
(1,680
|
)
|
|
—
|
|
|
—
|
|
|
1/14/2023
|
|
LIBOR+1.75%
|
(9)
|
2.65
|
%
|
|
|||||
Guaranteed Senior Notes
(12)
|
100,000
|
|
|
(635
|
)
|
|
100,000
|
|
|
(703
|
)
|
|
8/6/2025
|
|
4.290
|
%
|
|
4.36
|
%
|
|
||||
Total
|
$
|
502,476
|
|
|
$
|
(2,292
|
)
|
|
$
|
418,698
|
|
|
$
|
(544
|
)
|
|
|
|
|
|
|
|
|
(1)
|
Reflects the contractual interest rate under the terms of the loan as of
December 31, 2016
.
|
(2)
|
Reflects the effective interest rate at
December 31, 2016
, which includes the effect of the amortization of discounts/premiums and deferred loan costs and the effect of interest rate swaps that are effective as of
December 31, 2016
.
|
(3)
|
This term loan is secured by
six
properties. Beginning August 15, 2016, monthly payments of interest and principal are based on a
30 years
amortization table. As of
December 31, 2016
, the interest rate on this variable-rate term loan has been effectively fixed through the use of
two
interest rate swaps, one of which is an amortizing swap. See Note 7 for details.
|
(4)
|
One
additional
one
-year extension available at the borrower’s option.
|
(5)
|
Monthly payments of interest and principal based on a
20
-year amortization table.
|
(6)
|
Monthly payments of interest and principal based on a
30
-year amortization table, with a balloon payment at maturity. We may prepay the loan in full during the 90 day period prior to the maturity date with without incurring prepayment penalties.
|
(7)
|
One
additional
five
-year extension available at the borrower’s option. We may prepay the loan in whole at any time on or after November 1, 2018 through the initial maturity date without incurring prepayment penalties, subject to certain notice requirements.
|
(8)
|
Monthly payments of interest and principal based on a
25
-year amortization table, with a balloon payment at maturity.
|
(9)
|
The LIBOR margin will range from
1.25%
to
1.85%
for the $100.0 million term loan facility,
1.30%
to
1.90%
for the unsecured revolving credit facility and
1.50%
to
2.25%
for the $225.0 million term loan 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.
|
(10)
|
As of
December 31, 2016
, interest on the $100 million term loan has been effectively fixed through the use of two interest rate swaps. See Note 7 for details.
|
(11)
|
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.
|
(12)
|
Interest is payable semiannually on February 6 and August 6 of each year, beginning on February 6, 2016. We may prepay at any time all or, from time to time, any part of the notes, in amounts not less than
$2.5 million
of the notes then outstanding at (i)
100%
of the principal amount so prepaid and (ii) the Make-Whole Amount (as defined in the credit agreement).
|
2017
|
$
|
1,213
|
|
2018
|
6,163
|
|
|
2019
|
167,641
|
|
|
2020
|
166
|
|
|
2021
|
175
|
|
|
Thereafter
|
327,118
|
|
|
Total
|
$
|
502,476
|
|
•
|
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 term 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.
|
6.
|
Operating Leases
|
7.
|
Interest Rate Swaps
|
|
|
|
|
|
|
|
|
Fair Value
|
|
Current Notional Amount
(1)
|
|||||||||||||
Derivative Instrument
|
|
Effective Date
|
|
Maturity Date
|
|
Interest Strike Rate
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
|||||||||
Assets
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest Rate Swap
|
|
2/14/2018
|
|
1/14/2022
|
|
1.349
|
%
|
|
$
|
3,245
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest Rate Swap
|
|
8/14/2018
|
|
1/14/2022
|
|
1.406
|
%
|
|
$
|
2,349
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap
|
|
1/15/2015
|
|
2/15/2019
|
|
1.826
|
%
|
|
$
|
338
|
|
|
$
|
538
|
|
|
$
|
30,000
|
|
|
$
|
30,000
|
|
Interest Rate Swap
|
|
7/15/2015
|
|
2/15/2019
|
|
2.010
|
%
|
|
$
|
440
|
|
|
$
|
698
|
|
|
$
|
29,674
|
|
|
$
|
30,000
|
|
Interest Rate Swap
|
|
8/14/2015
|
|
12/14/2018
|
|
1.790
|
%
|
|
$
|
529
|
|
|
$
|
849
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
Interest Rate Swap
|
|
2/16/2016
|
|
12/14/2018
|
|
2.005
|
%
|
|
$
|
738
|
|
|
$
|
1,059
|
|
|
$
|
50,000
|
|
|
$
|
—
|
|
(1)
|
Represents the notional value of swaps that are effective as of the balance sheet date presented.
|
(2)
|
The fair value of these interest rate swaps are included in the line item “Interest rate swap asset” in the accompanying consolidated balance sheets.
|
(3)
|
The fair value of these interest rate swaps are included in the line item “Interest rate swap liability” in the accompanying consolidated balance sheets.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest Rate Swaps in Cash Flow Hedging Relationships:
|
|
|
|
|
|
||||||
Amount of gain (loss) recognized in AOCI on derivatives (effective portion)
|
$
|
4,475
|
|
|
$
|
(2,781
|
)
|
|
$
|
(1,402
|
)
|
Amount of gain (loss) reclassified from AOCI into earnings under “Interest expense” (effective portion)
|
$
|
(2,218
|
)
|
|
$
|
(1,039
|
)
|
|
$
|
—
|
|
Amount of gain (loss) recognized in earnings under “Interest expense” (ineffective portion and amount excluded from effectiveness testing)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
8.
|
Fair Value Measurements
|
|
|
Fair Value Measurement Using
|
||||||||||||||
|
|
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)
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap Asset
|
|
$
|
5,594
|
|
|
$
|
—
|
|
|
$
|
5,594
|
|
|
$
|
—
|
|
Interest Rate Swap Liability
|
|
$
|
(2,045
|
)
|
|
$
|
—
|
|
|
$
|
(2,045
|
)
|
|
$
|
—
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap Asset
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest Rate Swap Liability
|
|
$
|
(3,144
|
)
|
|
$
|
—
|
|
|
$
|
(3,144
|
)
|
|
$
|
—
|
|
|
|
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, 2016
|
|
$
|
507,733
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
507,733
|
|
|
$
|
500,184
|
|
December 31, 2015
|
|
$
|
416,497
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
416,497
|
|
|
$
|
418,154
|
|
9.
|
Related Party Transactions
|
For the year ending December 31:
|
Office Lease
|
|
Ground Lease
|
||||
2017
|
$
|
635
|
|
|
$
|
144
|
|
2018
|
622
|
|
|
144
|
|
||
2019
|
337
|
|
|
144
|
|
||
2020
|
—
|
|
|
144
|
|
||
2021
|
—
|
|
|
144
|
|
||
Thereafter
|
—
|
|
|
5,820
|
|
||
Total
|
$
|
1,594
|
|
|
$
|
6,540
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
$
|
72
|
|
|
$
|
24,280
|
|
Liabilities
|
(31
|
)
|
|
(1,250
|
)
|
||
Partners’/members’ equity
|
$
|
41
|
|
|
$
|
23,030
|
|
Carrying value of the Company’s investment in unconsolidated real estate entities
(1)
|
$
|
—
|
|
|
$
|
4,087
|
|
(1)
|
The difference between the carrying value of our investment in unconsolidated real estate entities and our 15% share of the underlying equity in the net assets of the JV are basis differences resulting from the contribution of our JV equity interest as part of our formation transactions that occurred on July 24, 2013. As of
December 31, 2016
and
2015
, unamortized basis differences were
$0.0 million
and
$0.6 million
, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
1,281
|
|
|
$
|
2,673
|
|
|
$
|
7,018
|
|
Expenses
|
(442
|
)
|
|
(1,911
|
)
|
|
(6,526
|
)
|
|||
Gain on sale of properties
|
3,458
|
|
|
—
|
|
|
13,389
|
|
|||
Net income
|
$
|
4,297
|
|
|
$
|
762
|
|
|
$
|
13,881
|
|
12.
|
Dispositions and Discontinued Operations
|
Address
|
|
Submarket
|
|
Date of
Disposition
|
|
Rentable
Square Feet
|
|
Contractual Sales Price
|
|
Gain (Loss)
Recorded
|
|||||
2016 Dispositions:
|
|
|
|
|
|
|
|
|
|
|
|||||
6010 N. Paramount Boulevard
(1)
|
|
Los Angeles - South Bay
|
|
5/2/2016
|
|
16,534
|
|
|
$
|
2,480
|
|
|
$
|
944
|
|
1840 Dana Street
(1)
|
|
Los Angeles - San Fernando Valley
|
|
5/25/2016
|
|
13,497
|
|
|
$
|
4,250
|
|
|
$
|
1,445
|
|
12910 East Mulberry Drive
(1)
|
|
Los Angeles - Mid-Counties
|
|
6/7/2016
|
|
153,080
|
|
|
$
|
15,000
|
|
|
$
|
9,174
|
|
22343-22349 La Palma Avenue
(1)
|
|
Orange County - North
|
|
11/22/2016
|
|
115,760
|
|
|
$
|
17,000
|
|
|
$
|
4,752
|
|
331 East 157th Street
(1)
|
|
Los Angeles - South Bay
|
|
11/28/2016
|
|
12,000
|
|
|
$
|
1,975
|
|
|
$
|
1,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2014 Dispositions:
|
|
|
|
|
|
|
|
|
|
|
|||||
1335 Park Center Drive
(2)
|
|
San Diego - North County
|
|
1/29/2014
|
|
124,997
|
|
|
$
|
10,103
|
|
|
$
|
2,262
|
|
2900 N. Madera Road
(2)
|
|
Ventura
|
|
3/13/2014
|
|
63,305
|
|
|
$
|
4,350
|
|
|
$
|
(137
|
)
|
500-560 Zenith Drive
(1)
|
|
Other - Glenview, Illinois
|
|
8/29/2014
|
|
37,992
|
|
|
$
|
1,822
|
|
|
$
|
(150
|
)
|
(1)
|
The results of operations and the gain (loss) on sale of this property are reported as part of net income from continuing operations in the consolidated statements of operations.
|
(2)
|
The results of operations and the gain (loss) on sale of this property are reported as part of discontinued operations in the consolidated statements of operations.
|
|
Year Ended December 31, 2014
|
||
Revenues
|
$
|
85
|
|
Operating expenses
|
(57
|
)
|
|
Depreciation and amortization expense
|
(7
|
)
|
|
Gain on sale of real estate
|
2,125
|
|
|
Income from discontinued operations
|
$
|
2,146
|
|
13.
|
Stockholders’ Equity
|
|
2016
|
|
2015
|
||||
Accumulated other comprehensive loss - beginning balance
|
$
|
(3,033
|
)
|
|
$
|
(1,331
|
)
|
Other comprehensive income (loss) before reclassifications
|
4,475
|
|
|
(2,781
|
)
|
||
Amounts reclassified from accumulated other comprehensive loss to interest expense
|
2,218
|
|
|
1,039
|
|
||
Net current period other comprehensive income (loss)
|
6,693
|
|
|
(1,742
|
)
|
||
Less other comprehensive (income) loss attributable to noncontrolling interests
|
(215
|
)
|
|
40
|
|
||
Other comprehensive income (loss) attributable to common stockholders
|
6,478
|
|
|
(1,702
|
)
|
||
Accumulated other comprehensive income (loss) - ending balance
|
$
|
3,445
|
|
|
$
|
(3,033
|
)
|
|
Common Stock
|
|
Preferred Stock
|
||||||||||||||||||||||||
|
Year Ended December 31,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
||||||||||||||||||||
Ordinary Income
|
$
|
0.452085
|
|
|
99.66
|
%
|
|
$
|
0.478948
|
|
|
93.91
|
%
|
|
$
|
0.460750
|
|
|
92.15
|
%
|
|
$
|
0.548884
|
|
|
99.66
|
%
|
Return of Capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||||
Capital Gain
(1)
|
0.001562
|
|
|
0.34
|
%
|
|
0.031052
|
|
|
6.09
|
%
|
|
0.039250
|
|
|
7.85
|
%
|
|
0.001896
|
|
|
0.34
|
%
|
||||
Total
|
$
|
0.453647
|
|
|
100.00
|
%
|
|
$
|
0.510000
|
|
|
100.00
|
%
|
|
$
|
0.500000
|
|
|
100.00
|
%
|
|
$
|
0.550780
|
|
|
100.00
|
%
|
(1)
|
100.0%
,
0.0%
and
19.0%
of the capital gains reported for the years ended December 31, 2016, 2015 and 2014, respectively, are comprised of an unrecaptured Section 1250 gain.
|
14.
|
Incentive Award Plan
|
|
2016 LTIP Award
|
|
2015 LTIP Award
|
||||
Valuation date
|
December 29, 2016
|
|
|
December 15, 2015
|
|
||
Closing share price of common stock
|
$
|
22.71
|
|
|
$
|
15.90
|
|
Discount for post-vesting restrictions and book-up events
|
5.0
|
%
|
|
5.0
|
%
|
||
Grant date fair value (in thousands)
|
$
|
2,518
|
|
|
$
|
2,518
|
|
|
|
2016 Performance Award
|
|||||||||
|
|
Absolute TSR Base Units
|
|
Relative TSR Base Units
|
|||||||
Level
|
|
Company TSR
Percentage |
|
Absolute TSR
Vesting Percentage |
|
Peer Group Relative
Performance |
|
Relative TSR
Vesting Percentage |
|||
|
|
< 21%
|
|
|
—
|
%
|
|
< 50th Percentile
|
|
—
|
%
|
“Threshold Level”
|
|
21
|
%
|
|
25
|
%
|
|
50th Percentile
|
|
25
|
%
|
“Target Level”
|
|
35.5
|
%
|
|
60
|
%
|
|
62.5th Percentile
|
|
60
|
%
|
“Maximum Level”
|
|
≥ 50%
|
|
|
100
|
%
|
|
≥ 75th Percentile
|
|
100
|
%
|
|
|
2015 Performance Award
|
|||||||||
|
|
Absolute TSR Base Units
|
|
Relative TSR Base Units
|
|||||||
Level
|
|
Company TSR
Percentage |
|
Absolute TSR
Vesting Percentage |
|
Peer Group Relative
Performance |
|
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
|
%
|
|
2016 Performance Award
|
|
2015 Performance Award
|
||||
Valuation date
|
December 29, 2016
|
|
|
December 15, 2015
|
|
||
Expected share price volatility of the Company
|
20.0
|
%
|
|
24.0
|
%
|
||
Expected share price volatility of peer group companies - low end of range
|
21.0
|
%
|
|
21.0
|
%
|
||
Expected share price volatility of peer group companies - high end of range
|
50.0
|
%
|
|
62.0
|
%
|
||
Expected dividend yield
|
2.80
|
%
|
|
3.40
|
%
|
||
Risk-free interest rate
|
1.49
|
%
|
|
1.28
|
%
|
||
Grant date fair value (in thousands)
|
$
|
1,753
|
|
|
$
|
2,157
|
|
|
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
|
|
|
$
|
14.30
|
|
Granted
|
103,704
|
|
|
$
|
18.03
|
|
Forfeited
|
(23,968
|
)
|
|
$
|
15.37
|
|
Vested
(1)(2)
|
(125,350
|
)
|
|
$
|
14.63
|
|
Balance at December 31, 2016
|
287,827
|
|
|
$
|
15.92
|
|
(1)
|
The total fair value of vested shares, which is calculated as the number of shares vested multiplied by the closing share price of the Company’s common stock on the vesting date, was
$2.6 million
,
$1.6 million
and
$0.5 million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively.
|
(2)
|
Total shares vested include
36,374
,
12,670
and
6,928
shares of common stock that were tendered by employees during the years ended
December 31, 2016
,
2015
and
2014
, respectively, to satisfy minimum statutory tax withholding requirements associated with the vesting of restricted shares.
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Expensed share-based compensation
(1)
|
3,835
|
|
|
1,752
|
|
|
1,018
|
|
Capitalized share-based compensation
(2)
|
147
|
|
|
101
|
|
|
107
|
|
Total share-based compensation
|
3,982
|
|
|
1,853
|
|
|
1,125
|
|
(1)
|
Amounts expensed are included in “General and administrative” and “Property expenses” in the accompanying consolidated statements of operations.
|
(2)
|
Amounts capitalized, which relate to employees who provide construction and leasing services, are included in “Building and improvements” and “Deferred leasing costs, net” in the accompanying consolidated balance sheets.
|
15.
|
Earnings Per Share
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
25,876
|
|
|
$
|
1,950
|
|
|
$
|
(1,170
|
)
|
Net income (loss) from continuing operations attributable to noncontrolling interests
|
(750
|
)
|
|
(76
|
)
|
|
97
|
|
|||
Preferred stock dividends
|
(1,983
|
)
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations attributable to participating securities
|
(302
|
)
|
|
(223
|
)
|
|
(102
|
)
|
|||
Income (loss) from continuing operations attributable to common stockholders
|
22,841
|
|
|
1,651
|
|
|
(1,175
|
)
|
|||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
2,146
|
|
|||
Income from discontinued operations attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(177
|
)
|
|||
Income from discontinued operations attributable to common stockholders
|
—
|
|
|
—
|
|
|
1,969
|
|
|||
Net income attributable to common stockholders
|
$
|
22,841
|
|
|
$
|
1,651
|
|
|
$
|
794
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted average shares of common stock outstanding - basic
|
62,723,021
|
|
|
54,024,923
|
|
|
31,953,506
|
|
|||
Effect of dilutive securities - performance units
|
242,533
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares of common stock outstanding - diluted
|
62,965,554
|
|
|
54,024,923
|
|
|
31,953,506
|
|
|||
|
|
|
|
|
|
||||||
Earnings per share - Basic and Diluted:
|
|
|
|
|
|
|
|
|
|||
Net income (loss) from continuing operations attributable to common stockholders
|
$
|
0.36
|
|
|
$
|
0.03
|
|
|
$
|
(0.04
|
)
|
Net income from discontinued operations attributable to common stockholders
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.06
|
|
Net income attributable to common stockholders
|
$
|
0.36
|
|
|
$
|
0.03
|
|
|
$
|
0.02
|
|
16.
|
Quarterly Information (unaudited)
|
|
Three Months Ended
|
||||||||||||||
|
December 31, 2016
|
|
September 30, 2016
|
|
June 30, 2016
|
|
March 31, 2016
|
||||||||
Total revenues
|
$
|
34,777
|
|
|
$
|
33,303
|
|
|
$
|
30,608
|
|
|
$
|
27,504
|
|
Net operating income
(1)
|
$
|
25,310
|
|
|
$
|
23,966
|
|
|
$
|
22,538
|
|
|
$
|
19,827
|
|
Net income
|
$
|
8,546
|
|
|
$
|
3,061
|
|
|
$
|
12,792
|
|
|
$
|
1,477
|
|
Net income attributable to common stockholders
|
$
|
6,928
|
|
|
$
|
2,267
|
|
|
$
|
12,299
|
|
|
$
|
1,347
|
|
Net income attributable to common stockholders per share - basic
|
$
|
0.11
|
|
|
$
|
0.03
|
|
|
$
|
0.19
|
|
|
$
|
0.02
|
|
Net income attributable to common stockholders per share - diluted
|
$
|
0.10
|
|
|
$
|
0.03
|
|
|
$
|
0.19
|
|
|
$
|
0.02
|
|
|
Three Months Ended
|
||||||||||||||
|
December 31, 2015
|
|
September 30, 2015
|
|
June 30, 2015
|
|
March 31, 2015
|
||||||||
Total revenues
|
$
|
26,164
|
|
|
$
|
23,674
|
|
|
$
|
22,722
|
|
|
$
|
21,340
|
|
Net operating income
(1)
|
$
|
18,941
|
|
|
$
|
17,098
|
|
|
$
|
16,407
|
|
|
$
|
15,160
|
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(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
|
|
|
$
|
9,493
|
|
|
$
|
3,875
|
|
|
$
|
11,900
|
|
|
$
|
15,775
|
|
|
$
|
(5,405
|
)
|
|
1965, 2005 / 2003
|
|
2002
|
|
300 South Lewis Rd.
|
|
Camarillo, CA
|
|
--
|
|
(3)
|
4,150
|
|
|
3,050
|
|
|
6,921
|
|
|
4,150
|
|
|
9,971
|
|
|
14,121
|
|
|
(5,072
|
)
|
|
1960-1963 / 2006
|
|
2003
|
||||||||
1400 South Shamrock
|
|
Monrovia, CA
|
|
--
|
|
|
2,317
|
|
|
2,534
|
|
|
675
|
|
|
2,317
|
|
|
3,209
|
|
|
5,526
|
|
|
(1,963
|
)
|
|
1957, 1962 / 2004
|
|
2003
|
||||||||
2220-2260 Camino del Sol
|
|
Oxnard, CA
|
|
--
|
|
(3)
|
868
|
|
|
—
|
|
|
4,143
|
|
|
868
|
|
|
4,143
|
|
|
5,011
|
|
|
(1,306
|
)
|
|
2005
|
|
2003
|
||||||||
14250-14278 Valley Blvd.
|
|
La Puente, CA
|
|
--
|
|
|
2,539
|
|
|
2,020
|
|
|
2,271
|
|
|
2,539
|
|
|
4,291
|
|
|
6,830
|
|
|
(2,101
|
)
|
|
1974 / 2007
|
|
2003
|
||||||||
2300-2386 East Walnut Ave.
|
|
Fullerton, CA
|
|
--
|
|
(3)
|
6,817
|
|
|
6,089
|
|
|
760
|
|
|
6,817
|
|
|
6,849
|
|
|
13,666
|
|
|
(3,279
|
)
|
|
1985-1986 / 2005
|
|
2004
|
||||||||
15140 & 15148 Bledsoe St., 13065 - 13081 Bradley Ave.
|
|
Sylmar, CA
|
|
--
|
|
|
2,525
|
|
|
3,380
|
|
|
6,045
|
|
|
2,525
|
|
|
9,425
|
|
|
11,950
|
|
|
(3,081
|
)
|
|
1969, 2008 / 2006 / 2016
|
|
2004
|
||||||||
28340 - 28400 Avenue Crocker
|
|
Valencia, CA
|
|
--
|
|
|
2,666
|
|
|
3,343
|
|
|
3,339
|
|
|
2,666
|
|
|
6,682
|
|
|
9,348
|
|
|
(2,465
|
)
|
|
1987 / 2006 / 2015
|
|
2004
|
||||||||
21-29 West Easy St.
|
|
Simi Valley, CA
|
|
--
|
|
|
2,346
|
|
|
4,522
|
|
|
1,992
|
|
|
2,346
|
|
|
6,514
|
|
|
8,860
|
|
|
(2,600
|
)
|
|
1991 / 2006
|
|
2004
|
||||||||
10439-10477 Roselle St.
|
|
San Diego, CA
|
|
--
|
|
|
4,711
|
|
|
3,199
|
|
|
1,065
|
|
|
4,711
|
|
|
4,264
|
|
|
8,975
|
|
|
(504
|
)
|
|
1970 / 2007
|
|
2013
|
||||||||
12345 First American Way
|
|
Poway, CA
|
|
--
|
|
|
2,469
|
|
|
2,489
|
|
|
2,818
|
|
|
800
|
|
|
3,776
|
|
|
4,576
|
|
|
(1,481
|
)
|
|
2002 / 2007
|
|
2005
|
||||||||
1631 N. Placentia Ave., 2350 - 2384 E. Orangethorpe Ave.
|
|
Anaheim, CA
|
|
--
|
|
|
4,893
|
|
|
1,386
|
|
|
1,185
|
|
|
4,893
|
|
|
2,571
|
|
|
7,464
|
|
|
(1,082
|
)
|
|
1973 / 2007
|
|
2005
|
||||||||
2575 Pioneer Ave.
|
|
Vista, CA
|
|
--
|
|
|
1,784
|
|
|
2,974
|
|
|
1,824
|
|
|
1,784
|
|
|
4,798
|
|
|
6,582
|
|
|
(2,020
|
)
|
|
1988 / 2006
|
|
2004
|
||||||||
311, 319 & 329 157th St.
|
|
Gardena, CA
|
|
--
|
|
|
2,508
|
|
|
529
|
|
|
1,314
|
|
|
2,508
|
|
|
1,843
|
|
|
4,351
|
|
|
(738
|
)
|
|
1960-1971 / 2006-2011
|
|
2006
|
||||||||
9641 - 9657 Santa Fe Springs Rd.
|
|
Santa Fe Springs, CA
|
|
--
|
|
|
3,740
|
|
|
260
|
|
|
6,897
|
|
|
3,740
|
|
|
7,157
|
|
|
10,897
|
|
|
(1,696
|
)
|
|
1982 / 2009
|
|
2006
|
||||||||
28159 Avenue Stanford
|
|
Valencia, CA
|
|
--
|
|
|
1,849
|
|
|
6,776
|
|
|
3,562
|
|
|
1,849
|
|
|
10,338
|
|
|
12,187
|
|
|
(3,768
|
)
|
|
1987 / 2008 / 2015
|
|
2006
|
||||||||
15715 Arrow Highway
|
|
Irwindale, CA
|
|
--
|
|
(3)
|
3,604
|
|
|
5,056
|
|
|
(86
|
)
|
|
3,604
|
|
|
4,970
|
|
|
8,574
|
|
|
(2,021
|
)
|
|
1989
|
|
2006
|
||||||||
2431-2465 Impala Dr.
|
|
Carlsbad, CA
|
|
--
|
|
|
5,470
|
|
|
7,308
|
|
|
3,547
|
|
|
5,470
|
|
|
10,855
|
|
|
16,325
|
|
|
(3,968
|
)
|
|
1983 / 2006
|
|
2006
|
||||||||
6200 & 6300 Yarrow Dr.
|
|
Carlsbad, CA
|
|
--
|
|
|
5,001
|
|
|
7,658
|
|
|
3,441
|
|
|
5,001
|
|
|
11,099
|
|
|
16,100
|
|
|
(4,758
|
)
|
|
1977-1988 / 2006
|
|
2005
|
|
|
|
|
|
|
|
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
|
||||||||||||||||
6231 & 6241 Yarrow Dr.
|
|
Carlsbad, CA
|
|
--
|
|
|
3,473
|
|
|
5,119
|
|
|
1,050
|
|
|
3,473
|
|
|
6,169
|
|
|
9,642
|
|
|
(2,689
|
)
|
|
1977 / 2006
|
|
2006
|
||||||||
9160 - 9220 Cleveland Ave., 10860 6th St.
|
|
Rancho Cucamonga, CA
|
|
--
|
|
|
3,647
|
|
|
11,867
|
|
|
2,354
|
|
|
3,647
|
|
|
14,221
|
|
|
17,868
|
|
|
(6,653
|
)
|
|
1988-1989 / 2006
|
|
2006
|
||||||||
9375 Archibald Ave.
|
|
Rancho Cucamonga, CA
|
|
--
|
|
|
3,572
|
|
|
3,239
|
|
|
2,001
|
|
|
1,808
|
|
|
3,817
|
|
|
5,625
|
|
|
(1,640
|
)
|
|
1980 / 2007
|
|
2007
|
||||||||
18118-18120 S. Broadway
|
|
Carson, CA
|
|
--
|
|
|
3,013
|
|
|
2,161
|
|
|
324
|
|
|
3,013
|
|
|
2,485
|
|
|
5,498
|
|
|
(438
|
)
|
|
1957 / 1989
|
|
2013
|
||||||||
901 W. Alameda Ave.
|
|
Burbank, CA
|
|
--
|
|
|
6,304
|
|
|
2,996
|
|
|
5,175
|
|
|
6,304
|
|
|
8,171
|
|
|
14,475
|
|
|
(3,178
|
)
|
|
1969 / 2009
|
|
2007
|
||||||||
1938-1946 E. 46th St.
|
|
Vernon, CA
|
|
--
|
|
|
7,015
|
|
|
7,078
|
|
|
1,589
|
|
|
7,015
|
|
|
8,667
|
|
|
15,682
|
|
|
(2,893
|
)
|
|
1961, 1983 / 2008-2010
|
|
2007
|
||||||||
700 Allen Ave., & 1830 Flower
|
|
Glendale, CA
|
|
--
|
|
|
3,386
|
|
|
666
|
|
|
1,359
|
|
|
3,386
|
|
|
2,025
|
|
|
5,411
|
|
|
(351
|
)
|
|
1949, 1961 / 2011-2012
|
|
2008
|
||||||||
89-91 N. San Gabriel Blvd., 2670-2674 Walnut Ave., 2675 Nina St.
|
|
Pasadena, CA
|
|
--
|
|
|
1,759
|
|
|
2,834
|
|
|
1,892
|
|
|
1,759
|
|
|
4,726
|
|
|
6,485
|
|
|
(1,399
|
)
|
|
1947, 1985 / 2009
|
|
2008
|
||||||||
9220-9268 Hall Rd.
|
|
Downey, CA
|
|
--
|
|
|
6,974
|
|
|
2,902
|
|
|
131
|
|
|
6,974
|
|
|
3,033
|
|
|
10,007
|
|
|
(1,075
|
)
|
|
2008
|
|
2009
|
||||||||
131 W. 33rd St.
|
|
National City, CA
|
|
--
|
|
|
2,390
|
|
|
5,029
|
|
|
333
|
|
|
2,390
|
|
|
5,362
|
|
|
7,752
|
|
|
(2,181
|
)
|
|
1969 / 2008
|
|
2006
|
||||||||
5803 Newton Dr.
|
|
Carlsbad, CA
|
|
--
|
|
|
3,152
|
|
|
7,155
|
|
|
1,664
|
|
|
1,692
|
|
|
5,697
|
|
|
7,391
|
|
|
(2,431
|
)
|
|
1997-1999 / 2009
|
|
2007
|
||||||||
929, 935, 939 & 951 Poinsettia Ave.
|
|
Vista, CA
|
|
--
|
|
|
4,453
|
|
|
5,900
|
|
|
703
|
|
|
2,830
|
|
|
4,641
|
|
|
7,471
|
|
|
(1,775
|
)
|
|
1989 / 2007
|
|
2008
|
||||||||
200-220 South Grand Ave.
|
|
Santa Ana, CA
|
|
--
|
|
|
2,579
|
|
|
667
|
|
|
259
|
|
|
2,371
|
|
|
880
|
|
|
3,251
|
|
|
(318
|
)
|
|
1973 / 2008
|
|
2007
|
||||||||
3720-3750 W. Warner Ave.
|
|
Santa Ana, CA
|
|
--
|
|
|
3,028
|
|
|
1,058
|
|
|
744
|
|
|
3,028
|
|
|
1,802
|
|
|
4,830
|
|
|
(665
|
)
|
|
1973 / 2008
|
|
2007
|
||||||||
6750 Unit B-C - 6780 Central Ave.
|
|
Riverside, CA
|
|
--
|
|
|
3,323
|
|
|
1,118
|
|
|
1,184
|
|
|
1,441
|
|
|
1,780
|
|
|
3,219
|
|
|
(839
|
)
|
|
1978
|
|
2007
|
||||||||
77-700 Enfield Lane
|
|
Palm Desert, CA
|
|
--
|
|
|
1,110
|
|
|
1,189
|
|
|
324
|
|
|
397
|
|
|
806
|
|
|
1,203
|
|
|
(341
|
)
|
|
1990
|
|
2007
|
||||||||
1050 Arroyo Ave.
|
|
San Fernando, CA
|
|
--
|
|
|
3,092
|
|
|
1,900
|
|
|
399
|
|
|
3,092
|
|
|
2,299
|
|
|
5,391
|
|
|
(351
|
)
|
|
1969 / 2012
|
|
2010
|
||||||||
600-650 South Grand Ave.
|
|
Santa Ana, CA
|
|
--
|
|
|
4,298
|
|
|
5,075
|
|
|
669
|
|
|
4,298
|
|
|
5,744
|
|
|
10,042
|
|
|
(816
|
)
|
|
1988
|
|
2010
|
||||||||
121-125 N. Vinedo Ave.
|
|
Pasadena, CA
|
|
--
|
|
|
3,481
|
|
|
3,530
|
|
|
1
|
|
|
3,481
|
|
|
3,531
|
|
|
7,012
|
|
|
(699
|
)
|
|
1953 / 1993
|
|
2011
|
||||||||
3441 West MacArthur Blvd.
|
|
Santa Ana, CA
|
|
--
|
|
|
4,179
|
|
|
5,358
|
|
|
5
|
|
|
4,179
|
|
|
5,363
|
|
|
9,542
|
|
|
(731
|
)
|
|
1973
|
|
2011
|
||||||||
6701 & 6711 Odessa Ave.
|
|
Van Nuys, CA
|
|
--
|
|
|
1,582
|
|
|
1,856
|
|
|
99
|
|
|
1,582
|
|
|
1,955
|
|
|
3,537
|
|
|
(252
|
)
|
|
1970-1972 / 2012
|
|
2011
|
||||||||
13914-13932 Valley Blvd.
|
|
La Puente, CA
|
|
--
|
|
|
2,372
|
|
|
2,431
|
|
|
313
|
|
|
2,372
|
|
|
2,744
|
|
|
5,116
|
|
|
(391
|
)
|
|
1978, 1988 / 2012
|
|
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
|
||||||||||||||||
10700 Jersey Blvd.
|
|
Rancho Cucamonga, CA
|
|
--
|
|
|
3,158
|
|
|
4,860
|
|
|
360
|
|
|
3,158
|
|
|
5,220
|
|
|
8,378
|
|
|
(804
|
)
|
|
1988-1989
|
|
2011
|
||||||||
15705, 15709 Arrow Highway & 5220 Fourth St.
|
|
Irwindale, CA
|
|
--
|
|
|
3,608
|
|
|
2,699
|
|
|
171
|
|
|
3,608
|
|
|
2,870
|
|
|
6,478
|
|
|
(440
|
)
|
|
1987
|
|
2011
|
||||||||
20920-20950 Normandie Ave.
|
|
Torrance, CA
|
|
--
|
|
|
3,253
|
|
|
1,605
|
|
|
254
|
|
|
3,253
|
|
|
1,859
|
|
|
5,112
|
|
|
(279
|
)
|
|
1989
|
|
2011
|
||||||||
14944, 14946, 14948 Shoemaker Ave.
|
|
Santa Fe Springs, CA
|
|
--
|
|
|
3,720
|
|
|
2,641
|
|
|
307
|
|
|
3,720
|
|
|
2,948
|
|
|
6,668
|
|
|
(466
|
)
|
|
1978 / 2012
|
|
2011
|
||||||||
6423-6431 & 6407-6119 Alondra Blvd.
|
|
Paramount, CA
|
|
--
|
|
|
1,396
|
|
|
925
|
|
|
15
|
|
|
1,396
|
|
|
940
|
|
|
2,336
|
|
|
(153
|
)
|
|
1986
|
|
2011
|
||||||||
1400 S. Campus Ave.
|
|
Ontario, CA
|
|
--
|
|
|
3,266
|
|
|
2,961
|
|
|
2
|
|
|
3,266
|
|
|
2,963
|
|
|
6,229
|
|
|
(1,331
|
)
|
|
1964-1966, 1973, 1987
|
|
2012
|
||||||||
15041 Calvert St.
|
|
Van Nuys, CA
|
|
--
|
|
|
4,096
|
|
|
1,570
|
|
|
2
|
|
|
4,096
|
|
|
1,572
|
|
|
5,668
|
|
|
(243
|
)
|
|
1971
|
|
2012
|
||||||||
701 Del Norte Blvd.
|
|
Oxnard, CA
|
|
--
|
|
|
3,082
|
|
|
6,230
|
|
|
101
|
|
|
3,082
|
|
|
6,331
|
|
|
9,413
|
|
|
(935
|
)
|
|
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
|
|
|
2,083
|
|
|
17,978
|
|
|
41,554
|
|
|
59,532
|
|
|
(5,595
|
)
|
|
1966, 1992, 1993, 1994
|
|
2013
|
||||||||
8900-8980 Benson Ave., 5637 Arrow Highway
|
|
Montclair, CA
|
|
--
|
|
|
2,285
|
|
|
4,778
|
|
|
709
|
|
|
2,285
|
|
|
5,487
|
|
|
7,772
|
|
|
(858
|
)
|
|
1974
|
|
2013
|
||||||||
1661 240th St.
|
|
Los Angeles, CA
|
|
--
|
|
|
3,043
|
|
|
2,550
|
|
|
3,614
|
|
|
3,043
|
|
|
6,164
|
|
|
9,207
|
|
|
(742
|
)
|
|
1975 / 1995
|
|
2013
|
||||||||
8101-8117 Orion Ave.
|
|
Van Nuys, CA
|
|
--
|
|
|
1,389
|
|
|
3,872
|
|
|
246
|
|
|
1,389
|
|
|
4,118
|
|
|
5,507
|
|
|
(584
|
)
|
|
1978
|
|
2013
|
||||||||
18310-18330 Oxnard St.
|
|
Tarzana, CA
|
|
--
|
|
|
2,497
|
|
|
5,494
|
|
|
710
|
|
|
2,497
|
|
|
6,204
|
|
|
8,701
|
|
|
(904
|
)
|
|
1973
|
|
2013
|
||||||||
1100-1170 Gilbert St. & 2353-2373 La Palma Ave.
|
|
Anaheim, CA
|
|
2,764
|
|
(4)
|
4,582
|
|
|
5,135
|
|
|
200
|
|
|
4,582
|
|
|
5,335
|
|
|
9,917
|
|
|
(887
|
)
|
|
1972 / 1990 / 2013
|
|
2013
|
||||||||
280 Bonita Ave., 2743 Thompson Creek Rd.
|
|
Pomona, CA
|
|
--
|
|
|
8,001
|
|
|
17,734
|
|
|
9
|
|
|
8,001
|
|
|
17,743
|
|
|
25,744
|
|
|
(2,037
|
)
|
|
1983
|
|
2013
|
||||||||
2950 Madera Rd.
|
|
Simi Valley, CA
|
|
--
|
|
(3)
|
3,601
|
|
|
8,033
|
|
|
2
|
|
|
3,601
|
|
|
8,035
|
|
|
11,636
|
|
|
(918
|
)
|
|
1988 / 2005
|
|
2013
|
||||||||
10635 Vanowen St.
|
|
Burbank, CA
|
|
--
|
|
|
1,517
|
|
|
1,833
|
|
|
618
|
|
|
1,517
|
|
|
2,451
|
|
|
3,968
|
|
|
(286
|
)
|
|
1977
|
|
2013
|
||||||||
7110 Rosecrans Ave.
|
|
Paramount, CA
|
|
--
|
|
|
3,117
|
|
|
1,894
|
|
|
870
|
|
|
3,117
|
|
|
2,764
|
|
|
5,881
|
|
|
(280
|
)
|
|
1972 / 2015
|
|
2014
|
||||||||
14723-14825 Oxnard St.
|
|
Van Nuys, CA
|
|
--
|
|
|
4,458
|
|
|
3,948
|
|
|
1,083
|
|
|
4,458
|
|
|
5,031
|
|
|
9,489
|
|
|
(560
|
)
|
|
1964 / 1968
|
|
2014
|
||||||||
845, 855, 865 S Milliken Ave & 4317, 4319 Santa Ana St.
|
|
Ontario, CA
|
|
--
|
|
|
2,260
|
|
|
6,043
|
|
|
226
|
|
|
2,260
|
|
|
6,269
|
|
|
8,529
|
|
|
(923
|
)
|
|
1985
|
|
2014
|
||||||||
1500-1510 W. 228th St.
|
|
Torrance, CA
|
|
--
|
|
|
2,428
|
|
|
4,271
|
|
|
2,093
|
|
|
2,428
|
|
|
6,364
|
|
|
8,792
|
|
|
(523
|
)
|
|
1963 / 1968
|
|
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
|
||||||||||||||||
24105 Frampton Ave.
|
|
Torrance, CA
|
|
--
|
|
|
2,315
|
|
|
1,553
|
|
|
1,875
|
|
|
2,315
|
|
|
3,428
|
|
|
5,743
|
|
|
(75
|
)
|
|
1974 / 2016
|
|
2014
|
||||||||
1700 Saturn Way
|
|
Seal Beach, CA
|
|
--
|
|
|
7,935
|
|
|
10,525
|
|
|
—
|
|
|
7,935
|
|
|
10,525
|
|
|
18,460
|
|
|
(1,124
|
)
|
|
2006
|
|
2014
|
||||||||
2980 & 2990 N San Fernando Road
|
|
Burbank, CA
|
|
--
|
|
|
6,373
|
|
|
7,356
|
|
|
257
|
|
|
6,373
|
|
|
7,613
|
|
|
13,986
|
|
|
(1,012
|
)
|
|
1950 / 2004
|
|
2014
|
||||||||
20531 Crescent Bay Dr.
|
|
Lake Forest, CA
|
|
--
|
|
|
2,181
|
|
|
4,012
|
|
|
242
|
|
|
2,181
|
|
|
4,254
|
|
|
6,435
|
|
|
(479
|
)
|
|
1998
|
|
2014
|
||||||||
2610 & 2701 S. Birch Street
|
|
Santa Ana, CA
|
|
--
|
|
|
9,305
|
|
|
2,115
|
|
|
3,894
|
|
|
9,305
|
|
|
6,009
|
|
|
15,314
|
|
|
(216
|
)
|
|
1965 / 2016
|
|
2014
|
||||||||
710 South Dupont Avenue & 4051 Santa Ana Street
|
|
Ontario, CA
|
|
--
|
|
|
3,725
|
|
|
6,145
|
|
|
42
|
|
|
3,725
|
|
|
6,187
|
|
|
9,912
|
|
|
(669
|
)
|
|
2001
|
|
2014
|
||||||||
9755 Distribution Ave.
|
|
San Diego, CA
|
|
--
|
|
|
1,863
|
|
|
3,211
|
|
|
172
|
|
|
1,863
|
|
|
3,383
|
|
|
5,246
|
|
|
(521
|
)
|
|
1974
|
|
2014
|
||||||||
9855 Distribution Ave
|
|
San Diego, CA
|
|
--
|
|
|
2,733
|
|
|
5,041
|
|
|
13
|
|
|
2,733
|
|
|
5,054
|
|
|
7,787
|
|
|
(566
|
)
|
|
1983
|
|
2014
|
||||||||
9340 Cabot Drive
|
|
San Diego, CA
|
|
--
|
|
|
4,311
|
|
|
6,126
|
|
|
163
|
|
|
4,311
|
|
|
6,289
|
|
|
10,600
|
|
|
(702
|
)
|
|
1975 / 1976
|
|
2014
|
||||||||
9404 Cabot Drive
|
|
San Diego, CA
|
|
--
|
|
|
2,413
|
|
|
3,451
|
|
|
18
|
|
|
2,413
|
|
|
3,469
|
|
|
5,882
|
|
|
(393
|
)
|
|
1975 / 1976
|
|
2014
|
||||||||
9455 Cabot Drive
|
|
San Diego, CA
|
|
--
|
|
|
4,423
|
|
|
6,799
|
|
|
238
|
|
|
4,423
|
|
|
7,037
|
|
|
11,460
|
|
|
(828
|
)
|
|
1975 / 1976
|
|
2014
|
||||||||
14955-14971 E Salt Lake Ave
|
|
City of Industry, CA
|
|
--
|
|
|
5,125
|
|
|
5,009
|
|
|
744
|
|
|
5,125
|
|
|
5,753
|
|
|
10,878
|
|
|
(632
|
)
|
|
1979
|
|
2014
|
||||||||
5235 East Hunter Ave.
|
|
Anaheim, CA
|
|
--
|
|
|
5,240
|
|
|
5,065
|
|
|
85
|
|
|
5,240
|
|
|
5,150
|
|
|
10,390
|
|
|
(943
|
)
|
|
1987
|
|
2014
|
||||||||
3880 West Valley Blvd.
|
|
Pomona, CA
|
|
--
|
|
|
3,982
|
|
|
4,796
|
|
|
65
|
|
|
3,982
|
|
|
4,861
|
|
|
8,843
|
|
|
(966
|
)
|
|
1980
|
|
2014
|
||||||||
1601 Alton Pkwy.
|
|
Irvine, CA
|
|
--
|
|
|
7,638
|
|
|
4,946
|
|
|
4,944
|
|
|
7,638
|
|
|
9,890
|
|
|
17,528
|
|
|
(516
|
)
|
|
1974
|
|
2014
|
||||||||
3116 W. Avenue 32
|
|
Los Angeles, CA
|
|
--
|
|
|
3,761
|
|
|
6,729
|
|
|
1,029
|
|
|
3,761
|
|
|
7,758
|
|
|
11,519
|
|
|
(682
|
)
|
|
1974
|
|
2014
|
||||||||
21040 Nordoff Street; 9035 Independence Avenue; 21019 - 21045 Osborne Street
|
|
Chatsworth, CA
|
|
--
|
|
|
7,230
|
|
|
9,058
|
|
|
743
|
|
|
7,230
|
|
|
9,801
|
|
|
17,031
|
|
|
(1,073
|
)
|
|
1979 / 1980
|
|
2014
|
||||||||
24935 & 24955 Avenue Kearny
|
|
Santa Clarita, CA
|
|
--
|
|
|
4,773
|
|
|
5,970
|
|
|
469
|
|
|
4,773
|
|
|
6,439
|
|
|
11,212
|
|
|
(853
|
)
|
|
1988
|
|
2014
|
||||||||
605 8th Street
|
|
San Fernando, CA
|
|
--
|
|
|
2,393
|
|
|
2,742
|
|
|
1,744
|
|
|
2,393
|
|
|
4,486
|
|
|
6,879
|
|
|
(202
|
)
|
|
1991 / 2015
|
|
2014
|
||||||||
9120 Mason Ave.
|
|
Chatsworth, CA
|
|
--
|
|
|
9,224
|
|
|
19,346
|
|
|
—
|
|
|
9,224
|
|
|
19,346
|
|
|
28,570
|
|
|
(1,746
|
)
|
|
1967 / 1999
|
|
2014
|
||||||||
7900 Nelson Rd.
|
|
Los Angeles, CA
|
|
--
|
|
|
8,495
|
|
|
15,948
|
|
|
1,918
|
|
|
8,495
|
|
|
17,866
|
|
|
26,361
|
|
|
(1,290
|
)
|
|
1998 / 2015
|
|
2014
|
||||||||
679-691 S Anderson St.
|
|
Los Angeles, CA
|
|
--
|
|
|
1,723
|
|
|
4,767
|
|
|
1,056
|
|
|
1,723
|
|
|
5,823
|
|
|
7,546
|
|
|
(253
|
)
|
|
1992
|
|
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
|
||||||||||||||||
10509 Business Drive
|
|
Fontana, CA
|
|
--
|
|
|
3,505
|
|
|
5,237
|
|
|
136
|
|
|
3,505
|
|
|
5,373
|
|
|
8,878
|
|
|
(500
|
)
|
|
1989
|
|
2014
|
||||||||
13231 Slover Avenue
|
|
Fontana, CA
|
|
--
|
|
|
2,812
|
|
|
4,739
|
|
|
159
|
|
|
2,812
|
|
|
4,898
|
|
|
7,710
|
|
|
(449
|
)
|
|
1990
|
|
2014
|
||||||||
240 W Ivy Avenue
|
|
Inglewood, CA
|
|
--
|
|
|
2,064
|
|
|
3,675
|
|
|
844
|
|
|
2,064
|
|
|
4,519
|
|
|
6,583
|
|
|
(334
|
)
|
|
1981
|
|
2014
|
||||||||
3000 Paseo Mercado, 3120-3150 Paseo Mercado
|
|
Oxnard, CA
|
|
--
|
|
|
2,616
|
|
|
8,311
|
|
|
277
|
|
|
2,616
|
|
|
8,588
|
|
|
11,204
|
|
|
(821
|
)
|
|
1988
|
|
2014
|
||||||||
2350-2380 Eastman Ave
|
|
Oxnard, CA
|
|
--
|
|
|
1,805
|
|
|
3,856
|
|
|
59
|
|
|
1,805
|
|
|
3,915
|
|
|
5,720
|
|
|
(473
|
)
|
|
2003
|
|
2014
|
||||||||
1800 Eastman Ave
|
|
Oxnard, CA
|
|
--
|
|
|
842
|
|
|
2,209
|
|
|
—
|
|
|
842
|
|
|
2,209
|
|
|
3,051
|
|
|
(294
|
)
|
|
2009
|
|
2014
|
||||||||
2360-2364 E. Sturgis Road
|
|
Oxnard, CA
|
|
--
|
|
|
1,128
|
|
|
2,726
|
|
|
308
|
|
|
1,128
|
|
|
3,034
|
|
|
4,162
|
|
|
(297
|
)
|
|
1989
|
|
2014
|
||||||||
201 Rice Ave. & 2400-2420 Celsius
|
|
Oxnard, CA
|
|
--
|
|
|
3,487
|
|
|
9,589
|
|
|
90
|
|
|
3,487
|
|
|
9,679
|
|
|
13,166
|
|
|
(928
|
)
|
|
2008
|
|
2014
|
||||||||
11120, 11160, 11200 Hindry Ave
|
|
Los Angeles, CA
|
|
--
|
|
|
3,478
|
|
|
7,834
|
|
|
167
|
|
|
3,478
|
|
|
8,001
|
|
|
11,479
|
|
|
(708
|
)
|
|
1992 / 1994
|
|
2014
|
||||||||
6970-7170 & 7310-7374 Convoy Ct.
|
|
San Diego, CA
|
|
--
|
|
|
10,805
|
|
|
18,426
|
|
|
697
|
|
|
10,805
|
|
|
19,123
|
|
|
29,928
|
|
|
(1,825
|
)
|
|
1971
|
|
2014
|
||||||||
12907 Imperial Highway
|
|
Santa Fe Springs, CA
|
|
5,362
|
|
(5)
|
5,462
|
|
|
6,678
|
|
|
—
|
|
|
5,462
|
|
|
6,678
|
|
|
12,140
|
|
|
(523
|
)
|
|
1997
|
|
2015
|
||||||||
8902-8940 Activity Rd
|
|
San Diego, CA
|
|
--
|
|
|
9,427
|
|
|
8,103
|
|
|
290
|
|
|
9,427
|
|
|
8,393
|
|
|
17,820
|
|
|
(768
|
)
|
|
1987 / 1997
|
|
2015
|
||||||||
1210 N Red Gum St
|
|
Anaheim, CA
|
|
--
|
|
|
3,326
|
|
|
4,020
|
|
|
111
|
|
|
3,326
|
|
|
4,131
|
|
|
7,457
|
|
|
(378
|
)
|
|
1985
|
|
2015
|
||||||||
9401 De Soto Ave
|
|
Chatsworth, CA
|
|
--
|
|
|
6,352
|
|
|
7,764
|
|
|
3,695
|
|
|
6,352
|
|
|
11,459
|
|
|
17,811
|
|
|
(137
|
)
|
|
1983
|
|
2015
|
||||||||
9615 Norwalk Blvd.
|
|
Santa Fe Springs, CA
|
|
--
|
|
|
8,508
|
|
|
1,134
|
|
|
205
|
|
|
8,508
|
|
|
1,339
|
|
|
9,847
|
|
|
(135
|
)
|
|
1975
|
|
2015
|
||||||||
16221 Arthur St.
|
|
Cerritos, CA
|
|
--
|
|
|
2,979
|
|
|
3,204
|
|
|
143
|
|
|
2,979
|
|
|
3,347
|
|
|
6,326
|
|
|
(234
|
)
|
|
1979
|
|
2015
|
||||||||
2588 & 2605 Industry Way
|
|
Lynwood, CA
|
|
--
|
|
|
8,738
|
|
|
9,415
|
|
|
—
|
|
|
8,738
|
|
|
9,415
|
|
|
18,153
|
|
|
(677
|
)
|
|
1969 / 1971
|
|
2015
|
||||||||
425 S. Hacienda Blvd.
|
|
City of Industry, CA
|
|
--
|
|
|
4,010
|
|
|
3,050
|
|
|
—
|
|
|
4,010
|
|
|
3,050
|
|
|
7,060
|
|
|
(226
|
)
|
|
1997
|
|
2015
|
||||||||
6700 S Alameda St.
|
|
Huntington Park, CA
|
|
--
|
|
|
3,502
|
|
|
9,279
|
|
|
258
|
|
|
3,502
|
|
|
9,537
|
|
|
13,039
|
|
|
(732
|
)
|
|
1990 / 2008
|
|
2015
|
||||||||
12720-12860 Danielson Ct.
|
|
Poway, CA
|
|
--
|
|
|
6,902
|
|
|
8,949
|
|
|
124
|
|
|
6,902
|
|
|
9,073
|
|
|
15,975
|
|
|
(896
|
)
|
|
1999
|
|
2015
|
||||||||
10950 Norwalk Blvd & 12241 Lakeland Rd.
|
|
Santa Fe Springs, CA
|
|
--
|
|
|
3,446
|
|
|
1,241
|
|
|
84
|
|
|
3,446
|
|
|
1,325
|
|
|
4,771
|
|
|
(116
|
)
|
|
1982
|
|
2015
|
||||||||
610-760 W Hueneme Rd & 5651-5721 Perkins Rd
|
|
Oxnard, CA
|
|
--
|
|
|
3,310
|
|
|
5,806
|
|
|
575
|
|
|
3,310
|
|
|
6,381
|
|
|
9,691
|
|
|
(492
|
)
|
|
1985
|
|
2015
|
||||||||
10701-10719 Norwalk Blvd.
|
|
Santa Fe Springs, CA
|
|
--
|
|
|
3,357
|
|
|
3,527
|
|
|
31
|
|
|
3,357
|
|
|
3,558
|
|
|
6,915
|
|
|
(225
|
)
|
|
2004
|
|
2015
|
||||||||
6020 Sheila St.
|
|
Commerce, CA
|
|
--
|
|
|
4,590
|
|
|
7,772
|
|
|
581
|
|
|
4,590
|
|
|
8,353
|
|
|
12,943
|
|
|
(399
|
)
|
|
2000
|
|
2015
|
|
|
|
|
|
|
|
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
|
||||||||||||||||
9805 6th St.
|
|
Rancho Cucamonga, CA
|
|
--
|
|
|
3,503
|
|
|
3,204
|
|
|
422
|
|
|
3,503
|
|
|
3,626
|
|
|
7,129
|
|
|
(202
|
)
|
|
1986
|
|
2015
|
||||||||
16321 Arrow Hwy.
|
|
Irwindale, CA
|
|
--
|
|
|
3,087
|
|
|
4,081
|
|
|
86
|
|
|
3,087
|
|
|
4,167
|
|
|
7,254
|
|
|
(222
|
)
|
|
1955 / 2001
|
|
2015
|
||||||||
2535 Midway Dr.
|
|
San Diego, CA
|
|
--
|
|
|
17,175
|
|
|
3,141
|
|
|
1,715
|
|
|
17,175
|
|
|
4,856
|
|
|
22,031
|
|
|
(47
|
)
|
|
1972
|
|
2015
|
||||||||
601-605 S. Milliken Ave.
|
|
Ontario, CA
|
|
--
|
|
|
5,479
|
|
|
7,036
|
|
|
413
|
|
|
5,479
|
|
|
7,449
|
|
|
12,928
|
|
|
(464
|
)
|
|
1987 / 1988
|
|
2015
|
||||||||
1065 E. Walnut Ave.
|
|
Carson, CA
|
|
9,903
|
|
(6)
|
10,038
|
|
|
4,380
|
|
|
436
|
|
|
10,038
|
|
|
4,816
|
|
|
14,854
|
|
|
(448
|
)
|
|
1974
|
|
2015
|
||||||||
12247 Lakeland Rd.
|
|
Santa Fe Springs, CA
|
|
--
|
|
|
3,481
|
|
|
776
|
|
|
755
|
|
|
3,481
|
|
|
1,531
|
|
|
5,012
|
|
|
(25
|
)
|
|
1971 / 2016
|
|
2015
|
||||||||
17311 Nichols Ln.
|
|
Huntington Beach, CA
|
|
--
|
|
|
7,988
|
|
|
8,728
|
|
|
—
|
|
|
7,988
|
|
|
8,728
|
|
|
16,716
|
|
|
(379
|
)
|
|
1993 / 2014
|
|
2015
|
||||||||
8525 Camino Santa Fe
|
|
San Diego, CA
|
|
--
|
|
|
4,038
|
|
|
4,055
|
|
|
73
|
|
|
4,038
|
|
|
4,128
|
|
|
8,166
|
|
|
(135
|
)
|
|
1986
|
|
2016
|
||||||||
28454 Livingston Avenue
|
|
Valencia, CA
|
|
--
|
|
|
5,150
|
|
|
9,666
|
|
|
—
|
|
|
5,150
|
|
|
9,666
|
|
|
14,816
|
|
|
(320
|
)
|
|
2007
|
|
2016
|
||||||||
20 Icon
|
|
Lake Forest, CA
|
|
--
|
|
|
12,576
|
|
|
8,817
|
|
|
—
|
|
|
12,576
|
|
|
8,817
|
|
|
21,393
|
|
|
(369
|
)
|
|
1999 / 2015
|
|
2016
|
||||||||
16425 Gale Avenue
|
|
City of Industry, CA
|
|
--
|
|
|
18,803
|
|
|
6,029
|
|
|
—
|
|
|
18,803
|
|
|
6,029
|
|
|
24,832
|
|
|
(198
|
)
|
|
1976
|
|
2016
|
||||||||
2700_2722 Fairview Street
|
|
Santa Ana, CA
|
|
--
|
|
|
10,144
|
|
|
5,989
|
|
|
—
|
|
|
10,144
|
|
|
5,989
|
|
|
16,133
|
|
|
(196
|
)
|
|
1964 / 1984
|
|
2016
|
||||||||
12131 Western Avenue
|
|
Garden Grove, CA
|
|
--
|
|
|
15,077
|
|
|
11,149
|
|
|
293
|
|
|
15,077
|
|
|
11,442
|
|
|
26,519
|
|
|
(365
|
)
|
|
1987 / 2007
|
|
2016
|
||||||||
9 Holland
|
|
Irvine, CA
|
|
--
|
|
|
13,724
|
|
|
9,365
|
|
|
45
|
|
|
13,724
|
|
|
9,410
|
|
|
23,134
|
|
|
(292
|
)
|
|
1980 / 2013
|
|
2016
|
||||||||
2811 Harbor Boulevard
|
|
Santa Ana, CA
|
|
--
|
|
|
8,663
|
|
|
7,919
|
|
|
—
|
|
|
8,663
|
|
|
7,919
|
|
|
16,582
|
|
|
(237
|
)
|
|
1977 / 2015
|
|
2016
|
||||||||
15996 Jurupa Avenue
|
|
Fontana, CA
|
|
--
|
|
|
7,855
|
|
|
12,056
|
|
|
—
|
|
|
7,855
|
|
|
12,056
|
|
|
19,911
|
|
|
(340
|
)
|
|
2015
|
|
2016
|
||||||||
11127 Catawba Avenue
|
|
Fontana, CA
|
|
--
|
|
|
5,562
|
|
|
8,094
|
|
|
—
|
|
|
5,562
|
|
|
8,094
|
|
|
13,656
|
|
|
(230
|
)
|
|
2015
|
|
2016
|
||||||||
13550 Stowe Drive
|
|
Poway, CA
|
|
--
|
|
|
9,126
|
|
|
8,043
|
|
|
—
|
|
|
9,126
|
|
|
8,043
|
|
|
17,169
|
|
|
(289
|
)
|
|
1991
|
|
2016
|
||||||||
10750-10826 Lower Azusa Road
|
|
El Monte, CA
|
|
--
|
|
|
4,433
|
|
|
2,961
|
|
|
141
|
|
|
4,433
|
|
|
3,102
|
|
|
7,535
|
|
|
(113
|
)
|
|
1975
|
|
2016
|
||||||||
525 Park Avenue
|
|
San Fernando, CA
|
|
--
|
|
|
3,830
|
|
|
3,887
|
|
|
—
|
|
|
3,830
|
|
|
3,887
|
|
|
7,717
|
|
|
(92
|
)
|
|
2003
|
|
2016
|
||||||||
3233 Mission Oaks Blvd
|
|
Camarillo, CA
|
|
--
|
|
|
13,791
|
|
|
10,017
|
|
|
560
|
|
|
13,791
|
|
|
10,577
|
|
|
24,368
|
|
|
(293
|
)
|
|
1980-1982 / 2014
|
|
2016
|
||||||||
1600 Orangethorpe & 1335-1375 Acacia
|
|
Fullerton, CA
|
|
--
|
|
|
26,659
|
|
|
12,673
|
|
|
152
|
|
|
26,659
|
|
|
12,825
|
|
|
39,484
|
|
|
(273
|
)
|
|
1968 / 1985
|
|
2016
|
||||||||
14742-14750 Nelson Avenue
|
|
City of Industry, CA
|
|
--
|
|
|
13,463
|
|
|
1,680
|
|
|
346
|
|
|
13,463
|
|
|
2,026
|
|
|
15,489
|
|
|
—
|
|
|
1969
|
|
2016
|
(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 six properties secure a term loan that had a balance of
$59.7 million
as of December 31, 2016.
|
(4)
|
Includes unamortized discount and deferred loan costs of
$0.1 million
.
|
(5)
|
Includes unamortized premium and deferred loan costs of
$0.2 million
.
|
(6)
|
Includes unamortized premium of
$0.2 million
.
|
Total per Schedule III
|
$
|
1,551,841
|
|
Other real estate investments
(1)
|
288
|
|
|
Total per consolidated balance sheet
|
$
|
1,552,129
|
|
(1)
|
Other real estate investments represent costs related to a future development project associated with a ground lease of land located in Corona, California. See Note 10.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, Beginning of Year
|
$
|
1,188,766
|
|
|
$
|
930,462
|
|
|
$
|
555,433
|
|
Acquisition of Investment in Real Estate
|
356,336
|
|
|
235,948
|
|
|
375,422
|
|
|||
Construction Costs and Improvements
|
31,565
|
|
|
22,841
|
|
|
14,485
|
|
|||
Disposition of Investment in Real Estate
|
(24,331
|
)
|
|
—
|
|
|
(14,816
|
)
|
|||
Write-off of Fully Depreciated Assets
|
(207
|
)
|
|
(485
|
)
|
|
(62
|
)
|
|||
Balance, End of Year
|
$
|
1,552,129
|
|
|
$
|
1,188,766
|
|
|
$
|
930,462
|
|
|
Year Ended Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, Beginning of Year
|
$
|
(103,623
|
)
|
|
$
|
(76,884
|
)
|
|
$
|
(60,898
|
)
|
Depreciation of Investment in Real Estate
|
(34,779
|
)
|
|
(27,224
|
)
|
|
(18,042
|
)
|
|||
Disposition of Investment in Real Estate
|
3,055
|
|
|
—
|
|
|
1,994
|
|
|||
Write-off of Fully Depreciated Assets
|
207
|
|
|
485
|
|
|
62
|
|
|||
Balance, End of Year
|
$
|
(135,140
|
)
|
|
$
|
(103,623
|
)
|
|
$
|
(76,884
|
)
|
E.
|
[Excess][Deficiency] for covenant compliance
|
A.
|
Adjusted EBITDA for the fiscal quarter ending on the
|
C.
|
Fixed Charge Coverage
Ratio (Line V.A
divided by
Line V.B): _______ to 1.0
|
A.
|
Unencumbered NOI for the Calculation Period: $
|
B.
|
Unsecured Interest Expense for the Calculation Period: $
|
C.
|
Unencumbered Interest Coverage
Ratio
|
|
|
BORROWER:
|
|
|
|
|
|
|
|
REXFORD INDUSTRIAL REALTY, L.P.,
|
|
|
|
a Maryland limited partnership
|
|
|
|
By:
|
REXFORD INDUSTRIAL REALTY, INC.
|
|
|
|
a Maryland corporation,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Adeel Khan
|
|
|
|
Name: Adeel Khan
|
|
|
|
Title: Chief Financial Officer and Secretary
|
|
|
|
|
|
|
|
|
|
|
PARENT:
|
|
|
|
|
|
|
|
REXFORD INDUSTRIAL REALTY, INC.
|
|
|
|
a Maryland corporation,
|
|
|
|
|
|
|
|
By:
|
/s/ Adeel Khan
|
|
|
|
Name: Adeel Khan
|
|
|
|
Title: Chief Financial Officer and Secretary
|
|
|
ADMINISTRATIVE AGENT:
|
||
|
|
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION, as
|
||
|
|
Administrative Agent
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Nicolas Zitelli
|
|
|
|
Name:
|
Nicolas Zitelli
|
|
|
|
Title
|
Senior Vice President
|
|
|
LENDERS:
|
||
|
|
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as a
|
||
|
|
Lender
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Nicolas Zitelli
|
|
|
|
Name:
|
Nicolas Zitelli
|
|
|
|
Title
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
CAPITAL ONE NATIONAL ASSOCIATION,
as a
|
||
|
|
Lender
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Frederick H. Denecke
|
|
|
|
Name:
|
Frederick H. Denecke
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION,
as a
|
||
|
|
Lender
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Tony Park
|
|
|
|
Name:
|
Tony Park
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GUARANTORS:
|
|
|
|
|
|
|
|
REXFORD INDUSTRIAL - 228TH STREET, LLC
|
|
|
|
REXFORD INDUSTRIAL - 2980 SAN FERNANDO, LLC
|
|
|
|
REXFORD INDUSTRIAL - 301 N FIGUEROA, LLC
|
|
|
|
REXFORD INDUSTRIAL - 3233 MISSION OAKS, LLC
|
|
|
|
REXFORD INDUSTRIAL - 9615 NORWALK, LLC
|
|
|
|
REXFORD INDUSTRIAL - ALTON, LLC
|
|
|
|
REXFORD INDUSTRIAL - HINDRY, LLC
|
|
|
|
REXFORD INDUSTRIAL - INDUSTRY WAY, LLC
|
|
|
|
REXFORD INDUSTRIAL - NELSON, LLC
|
|
|
|
REXFORD INDUSTRIAL - SDLAOC
|
|
|
|
REXFORD INDUSTRIAL - VANOWEN, LLC
|
|
|
|
RIF I - MONROVIA, LLC
|
|
|
|
RIF I - MULBERRY, LLC
|
|
|
|
RIF I - Valley Blvd., LLC
|
|
|
|
RIF II - BLEDSOE AVENUE, LLC
|
|
|
|
RIF II - CROCKER, LLC
|
|
|
|
RIF II - EASY STREET, LLC
|
|
|
|
RIF II - FIRST AMERICAN WAY, LLC
|
|
|
|
RIF II - LA JOLLA SORRENTO BUSINESS PARK, LLC
|
|
|
|
RIF II - ORANGETHORPE LLC
|
|
|
|
RIF II - ORANGETHORPETIC, LLC
|
|
|
|
RIF II - PIONEER AVENUE, LLC
|
|
|
|
RIF III - 157TH STREET, LLC
|
|
|
|
RIF III - ARCHIBALD, LLC
|
|
|
|
RIF III - AVENUE STANFORD, LLC
|
|
|
|
RIF III - BROADWAY, LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
REXFORD INDUSTRIAL REALTY, L.P.
|
|
|
|
a Maryland limited partnership,
|
|
|
|
its Sole and Managing Member
|
|
|
|
|
|
|
By:
|
REXFORD INDUSTRIAL REALTY, INC.
|
|
|
|
a Maryland corporation
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Adeel Khan
|
|
|
|
Name: Adeel Khan
|
|
|
|
Title: Chief Financial Officer
|
|
|
|
RIF III - EMPIRE LAKES, LLC
|
|
|
|
RIF III - IMPALA, LLC
|
|
|
|
RIF III - SANTA FE SPRINGS, LLC
|
|
|
|
RIF III - YARROW DRIVE, LLC
|
|
|
|
RIF III - YARROW DRIVE II, LLC
|
|
|
|
RIF IV - BURBANK, LLC
|
|
|
|
RIF IV - CENTRAL AVENUE, LLC
|
|
|
|
RIF IV - CORNERSTONE, LLC
|
|
|
|
RIF IV - EAST 46TH STREET, LLC
|
|
|
|
RIF IV - ENFIELD, LLC
|
|
|
|
RIF IV - GLENDALE, LLC
|
|
|
|
RIF IV - GRAND, LLC
|
|
|
|
RIF IV - HARBOR WARNER, LLC
|
|
|
|
RIF IV - LONG CARSON, LLC
|
|
|
|
RIF IV - NEWTON, LLC
|
|
|
|
RIF IV - POINSETTIA, LLC
|
|
|
|
RIF IV - SAN GABRIEL, LLC
|
|
|
|
RIF IV - WEST 33RD STREET, LLC
|
|
|
|
RIF V - 240TH STREET, LLC
|
|
|
|
RIF V - 3360 SAN FERNANDO, LLC
|
|
|
|
RIF V - ARROW BUSINESS CENTER, LLC
|
|
|
|
RIF V - ARROYO, LLC
|
|
|
|
RIF V - BENSON, LLC
|
|
|
|
RIF V - CALVERT, LLC
|
|
|
|
RIF V - CAMPUS AVENUE, LLC
|
|
|
|
RIF V - DEL NORTE, LLC
|
|
|
|
RIF V - GGC ALCORN, LLC
|
|
|
|
RIF V - GLENDALE COMMERCE CENTER, LLC
|
|
|
|
RIF V - GOLDEN VALLEY, LLC
|
|
|
|
RIF V - GRAND COMMERCE CENTER, LLC
|
|
|
|
RIF V - JERSEY, LLC
|
|
|
|
RIF V - MACARTHUR, LLC
|
|
|
|
RIF V - NORMANDIE BUSINESS CENTER, LLC
|
|
|
|
RIF V - ODESSA, LLC
|
|
|
|
RIF V - PARAMOUNT BUSINESS CENTER, LLC
|
|
|
|
RIF V - SHOEMAKER INDUSTRIAL PARK, LLC
|
|
|
|
RIF V - VINEDO, LLC
|
|
|
|
|
|
|
By:
|
REXFORD INDUSTRIAL REALTY, L.P.
|
|
|
|
a Maryland limited partnership,
|
|
|
|
its Sole and Managing Member
|
|
|
|
|
|
|
By:
|
REXFORD INDUSTRIAL REALTY, INC.
|
|
|
|
a Maryland corporation
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Adeel Khan
|
|
|
|
Name: Adeel Khan
|
|
|
|
Title: Chief Financial Officer
|
|
|
|
REXFORD INDUSTRIAL - FAIRVIEW, LLC
|
|
|
|
REXFORD INDUSTRIAL - GALE, LLC
|
|
|
|
REXFORD INDUSTRIAL - HOLLAND, LLC
|
|
|
|
REXFORD INDUSTRIAL - ICON, LLC
|
|
|
|
REXFORD INDUSTRIAL - WESTERN, LLC
|
|
|
|
|
|
|
By:
|
REXR REIT HOLDINGS I, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its Sole and Managing Member
|
|
|
|
|
|
|
By:
|
REXR REIT, INC.,
|
|
|
|
a Delaware corporation
|
|
|
|
its Sole and Managing Member
|
|
|
|
|
|
|
By:
|
/s/ Adeel Khan
|
|
|
|
Name: Adeel Khan
|
|
|
|
Title: President and Treasurer
|
|
|
|
REXFORD INDUSTRIAL - HARBOR, LLC
|
|
|
|
REXFORD INDUSTRIAL - JURUPA, LLC
|
|
|
|
REXFORD INDUSTRIAL - STOWE, LLC
|
|
|
|
|
|
|
By:
|
REXR REIT HOLDINGS II, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its Sole and Managing Member
|
|
|
|
|
|
|
By:
|
REXR REIT, INC.,
|
|
|
|
a Delaware corporation
|
|
|
|
its Sole and Managing Member
|
|
|
|
|
|
|
By:
|
/s/ Adeel Khan
|
|
|
|
Name: Adeel Khan
|
|
|
|
Title: President and Treasurer
|
|
Rexford Industrial Realty, Inc.
|
|
Rexford Industrial Realty, Inc. Predecessor
|
||||||||||||||||||||
|
Year Ended December 31, 2016
|
|
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
|
||||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations before adjustment for income or loss from equity investees
|
$
|
24,425
|
|
|
$
|
1,857
|
|
|
$
|
(1,141
|
)
|
|
$
|
(1,102
|
)
|
|
$
|
(7,279
|
)
|
|
$
|
(8,436
|
)
|
Fixed charges (see below)
|
18,678
|
|
|
9,361
|
|
|
6,534
|
|
|
1,791
|
|
|
9,415
|
|
|
16,950
|
|
||||||
Amortization of capitalized interest
(1)
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Distributed income of equity investees
|
5,530
|
|
|
—
|
|
|
1,689
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Subtract:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred dividends
|
(1,983
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Capitalized interest
|
(1,653
|
)
|
|
(754
|
)
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Earnings
|
$
|
45,009
|
|
|
$
|
10,464
|
|
|
$
|
7,040
|
|
|
$
|
689
|
|
|
$
|
2,136
|
|
|
$
|
8,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
14,848
|
|
|
8,453
|
|
|
6,400
|
|
|
1,763
|
|
|
9,395
|
|
|
16,875
|
|
||||||
Preferred dividends
|
1,983
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Capitalized interest
|
1,653
|
|
|
754
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Rental expense at computed interest factor
(2)
|
194
|
|
|
154
|
|
|
92
|
|
|
28
|
|
|
20
|
|
|
75
|
|
||||||
Fixed charges
|
$
|
18,678
|
|
|
$
|
9,361
|
|
|
$
|
6,534
|
|
|
$
|
1,791
|
|
|
$
|
9,415
|
|
|
$
|
16,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated ratio of earnings to fixed charges and preferred stock dividends
|
2.41
|
|
|
1.12
|
|
|
1.08
|
|
|
0.38
|
|
|
0.23
|
|
|
0.50
|
|
||||||
Inadequate amount
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,102
|
)
|
|
$
|
(7,279
|
)
|
|
$
|
(8,436
|
)
|
(1)
|
Amount represents an estimate of capitalized interest that has been amortized each year based on our established depreciation policy and an analysis of total interest costs capitalized.
|
(2)
|
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. 333-210691) 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 22, 2017
|
|
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 22, 2017
|
|
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 22, 2017
|
|
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 22, 2017
|
|
(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 22, 2017
|
|
(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 22, 2017
|
|