x
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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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27-1262675
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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|
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101 Montgomery Street, Suite 200
San Francisco, CA
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94104
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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 Exchange on Which Registered
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Common Stock, $0.01 par value per share
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Part I:
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Part II:
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Part III:
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Part IV:
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Item 15
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Item 16
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•
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the factors included in this Annual Report on Form 10-K, including those set forth under the headings “Risk Factors”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
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•
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our ability to identify and acquire industrial properties on terms favorable to us;
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•
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general volatility of the capital markets and the market price of our common stock;
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•
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adverse economic or real estate conditions or developments in the industrial real estate sector and/or in the markets in which we acquire properties;
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•
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our dependence on key personnel and our reliance on third-party property managers;
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•
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our inability to comply with the laws, rules and regulations applicable to companies, and in particular, public companies;
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•
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our ability to manage our growth effectively;
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•
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tenant bankruptcies and defaults on, or non-renewal of, leases by tenants;
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•
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decreased rental rates or increased vacancy rates;
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•
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increased interest rates and operating costs;
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•
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declining real estate valuations and impairment charges;
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•
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our expected leverage, our failure to obtain necessary outside financing, and existing and future debt service obligations;
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•
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our ability to make distributions to our stockholders;
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•
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our failure to successfully hedge against interest rate increases;
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•
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our failure to successfully operate acquired properties;
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•
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risks relating to our real estate redevelopment, renovation and expansion strategies and activities;
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•
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our failure to qualify or maintain our status as a real estate investment trust (“REIT”) and possible adverse changes to tax laws;
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•
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uninsured or underinsured losses and costs relating to our properties or that otherwise result from future litigation;
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•
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environmental uncertainties and risks related to natural disasters;
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•
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financial market fluctuations; and
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•
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changes in real estate and zoning laws and increases in real property tax rates.
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Item 1.
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Business.
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•
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Single and multiple tenant facilities that typically serve tenants greater than 10,000 square feet of space
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•
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Generally less than 20% office space
|
•
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Typical clear height from 18 feet to 36 feet
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•
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May include production/manufacturing areas
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•
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Interior access via dock high and/or grade level doors
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•
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Truck court for large and small truck distribution options, possibly including staging for a high volume of truck activity and/or trailer storage
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•
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Single and multiple tenant facilities that typically serve tenants less than 10,000 square feet of space
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•
|
Facilities generally accommodate both office and warehouse/manufacturing activities
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•
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Typically has a larger amount of office space and shallower bay depths than warehouse/distribution facilities
|
•
|
Parking consistent with increased office use
|
•
|
Interior access via grade level and/or dock high doors
|
•
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Staging for moderate truck activity
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•
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May include a showroom, service center, or assembly/light manufacturing component
|
•
|
Enhanced landscaping
|
•
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Includes truck terminals and other transshipment facilities, which serve both single and multiple tenants
|
•
|
Typically has a high number of dock high doors, shallow bay depth and lower clear height
|
•
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Staging for a high volume of truck activity and trailer storage
|
•
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Located in high population coastal markets;
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•
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Close proximity to transportation infrastructure (such as sea ports, airports, highways and railways);
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•
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Situated in supply-constrained submarkets with barriers to new industrial development, as a result of physical and/or regulatory constraints;
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•
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Functional and flexible layout that can be modified to accommodate single and multiple tenants;
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•
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Acquisition price at a discount to the replacement cost of the property;
|
•
|
Potential for enhanced return through re-tenanting or operational or physical improvements; and
|
•
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Opportunity for higher and better use of the property over time.
|
•
|
Focused Investment Strategy.
We invest exclusively in six major coastal U.S. markets and focus on infill locations. We selected our six target markets based upon the experience of our executive management investing and operating in over 50 global industrial markets located in North America, Europe and Asia, the fundamentals of supply and demand, and in anticipation of trends in logistics patterns resulting from population changes, regulatory and physical
|
•
|
Highly Aligned Compensation Structure.
We believe that executive compensation should be closely aligned with long-term stockholder value creation. As a result, the long-term equity incentive compensation of our executive officers is based primarily on our total shareholder return exceeding the total shareholder return of the MSCI U.S. REIT Index (RMS) or the FTSE National Association of Real Estate Investment Trusts (“Nareit”) Equity Industrial Index.
|
•
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Commitment to Strong Corporate Governance.
We are committed to strong corporate governance, as demonstrated by the following:
|
•
|
all members of our board of directors serve annual terms;
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•
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we have adopted a majority voting standard in non-contested director elections;
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•
|
we have opted out of three Maryland anti-takeover provisions and, in the future, we may not opt back in to these provisions without stockholder approval;
|
•
|
we designed our ownership limits solely to protect our status as a REIT and not for the purpose of serving as an anti-takeover device; and
|
•
|
we have no stockholder rights plan. In the future, we will not adopt a stockholder rights plan unless our stockholders approve in advance the adoption of such a plan or, if adopted by our board of directors, we will submit the stockholder rights plan to our stockholders for a ratification vote within 12 months of adoption or the plan will terminate.
|
•
|
limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding perpetual preferred stock to less than 35% of our total enterprise value;
|
•
|
maintain a fixed charge coverage ratio in excess of 2.0x;
|
•
|
maintain a debt-to-adjusted EBITDA ratio below 6.0x;
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•
|
limit the principal amount of our outstanding floating rate debt to less than 20% of our total consolidated indebtedness; and
|
•
|
have staggered debt maturities that are aligned to our expected average lease term (5-7 years), positioning us to re-price parts of our capital structure as our rental rates change with market conditions.
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Item 1A.
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Risk Factors.
|
•
|
the possibility that we may not be able to successfully integrate acquired properties into our operations;
|
•
|
the possibility that additional capital expenditures may be required;
|
•
|
the possibility that senior management may be required to spend considerable time negotiating agreements and integrating acquired properties;
|
•
|
the possible loss or reduction in value of acquired properties;
|
•
|
the possibility of pre-existing undisclosed liabilities regarding acquired properties, including but not limited to environmental or asbestos liability, for which our insurance may be insufficient or for which we may be unable to secure insurance coverage;
|
•
|
the possibility that a concentration of our industrial properties in Los Angeles, the San Francisco Bay Area and Seattle may increase our exposure to seismic activity, especially if these industrial properties are located on or near fault zones; and
|
•
|
the possibility that we may not meet our estimated forecasts related to stabilized cap rates.
|
•
|
our cash flows from operations will be insufficient to make required payments of principal and interest;
|
•
|
our debt may increase our vulnerability to adverse economic and industry conditions;
|
•
|
we may be required to dedicate a substantial portion of our cash flows from operations to payments on our debt, thereby reducing cash available for distribution to our stockholders, funds available for operations and capital expenditures, future business opportunities or other purposes;
|
•
|
the terms of any refinancing will not be as favorable as the terms of the debt being refinanced; and
|
•
|
the use of leverage could adversely affect our ability to make distributions to our stockholders and the market price of our shares of common stock.
|
•
|
downturns in national, regional and local economic conditions (particularly increases in unemployment);
|
•
|
the attractiveness of our properties to potential tenants and competition from other industrial properties;
|
•
|
changes in supply of or demand for similar or competing properties in an area;
|
•
|
bankruptcies, financial difficulties or lease defaults by the tenants of our properties;
|
•
|
adverse capital and credit market conditions, which may restrict our operating activities;
|
•
|
changes in interest rates, availability and terms of debt financing;
|
•
|
changes in operating costs and expenses and our ability to control rents;
|
•
|
changes in, or increased costs of compliance with, governmental rules, regulations and fiscal policies, including changes in tax, real estate, environmental and zoning laws, and our potential liability thereunder;
|
•
|
our ability to provide adequate maintenance and insurance;
|
•
|
changes in the cost or availability of insurance, including coverage for mold or asbestos;
|
•
|
unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions;
|
•
|
periods of high or rising interest rates;
|
•
|
tenant turnover;
|
•
|
re-leasing that may require concessions or reduced rental rates under the new leases due to reduced demand;
|
•
|
general overbuilding or excess supply in the market area;
|
•
|
disruptions in the global supply chain caused by political, regulatory or other factors including terrorism;
|
•
|
disruptions to political, governmental or regulatory systems, including shutdowns of the government and its agencies; and
|
•
|
the effects of deflation, including credit market dislocation, weakened consumer demand and a decline in general price levels.
|
•
|
local conditions, such as oversupply or a reduction in demand;
|
•
|
technological changes, such as reconfiguration of supply chains, autonomous vehicles, robotics, 3D printing or other technologies;
|
•
|
the attractiveness of our properties to potential tenants and competition from other available properties;
|
•
|
increasing costs of maintaining, insuring, renovating and making improvements to our properties;
|
•
|
our ability to renovate and reposition our properties due to changes in the business and logistical needs of our tenants;
|
•
|
our ability to control rents and variable operating costs; and
|
•
|
government regulations and the associated liability under, and changes in, environmental, zoning, usage, tax tariffs and other laws.
|
•
|
liabilities for investigation, clean-up or remediation of adverse environmental conditions;
|
•
|
accrued but unpaid liabilities incurred in the ordinary course of business;
|
•
|
tax liabilities; and
|
•
|
claims for indemnification by the general partners, officers and directors and others indemnified by the former owners of the properties.
|
•
|
“Business Combination”
provisions that, subject to limitations, 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 or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding voting shares) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested
|
•
|
“Control Share”
provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights 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.
|
•
|
actual receipt of an improper benefit or profit in money, property or services; or
|
•
|
a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.
|
•
|
we would not be allowed a deduction for distributions paid to stockholders in computing our taxable income and would be subject to federal and state income tax at regular corporate rates; and
|
•
|
we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.
|
•
|
the market for similar securities;
|
•
|
the attractiveness of REIT securities in comparison to the securities of other companies, taking into account, among other things, the higher tax rates imposed on dividends paid by REITs;
|
•
|
government legislation, action or regulation;
|
•
|
our issuance of debt or preferred equity securities;
|
•
|
changes in earnings estimates by analysts and our ability to meet analysts’ earnings estimates;
|
•
|
general economic conditions; and
|
•
|
our financial condition, performance and prospects.
|
•
|
our financial condition, performance, liquidity and prospects;
|
•
|
actual or anticipated variations in our quarterly operating results or distributions;
|
•
|
changes in our funds from operations (as defined by Nareit and discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” elsewhere in this Annual Report on Form 10-K) or earnings;
|
•
|
publication of research reports about us or the real estate industry;
|
•
|
changes in earnings estimates by analysts;
|
•
|
our ability to meet analysts’ earnings estimates;
|
•
|
increases in market interest rates that lead purchasers of our shares to demand a higher yield;
|
•
|
changes in market valuations of similar companies;
|
•
|
adverse market reaction to any additional debt we incur in the future;
|
•
|
additions or departures of key management personnel;
|
•
|
the market for similar securities issued by REITs;
|
•
|
actions by institutional stockholders;
|
•
|
speculation in the press or investment community;
|
•
|
our compliance with generally accepted accounting principles;
|
•
|
our compliance with applicable laws and regulations and the listing requirements of the New York Stock Exchange;
|
•
|
the realization of any of the other risk factors presented in this Annual Report on Form 10-K; and
|
•
|
general market, including capital market and real estate market and economic conditions.
|
•
|
our inability to realize attractive returns on our investments;
|
•
|
unanticipated expenses or reduced revenues that reduce our cash flow or non-cash earnings;
|
•
|
our debt service obligations; and
|
•
|
decreases in the value of our industrial properties that we own.
|
Item 1B.
|
Unresolved Staff Comments.
|
Item 2.
|
Properties.
|
Market
|
Number of
Buildings
|
|
Rentable
Square Feet
|
|
% of
Total
|
|
Occupancy % As Of December 31, 2018
|
|
Annualized
Base Rent
(000’s)
1
|
|
% of
Total
|
|
Annualized
Base Rent
Per
Occupied
Square
Foot
|
|
Weighted
Average
Remaining
Lease Term
(Years)
2
|
|
Gross
Book
Value
(000’s)
3
|
||||||||||||
Los Angeles
|
36
|
|
|
2,530,845
|
|
|
19.7
|
%
|
|
98.3
|
%
|
|
$
|
20,072
|
|
|
17.3
|
%
|
|
$
|
8.07
|
|
|
7.4
|
|
|
$
|
386,809
|
|
Northern New Jersey/New York City
|
57
|
|
|
3,252,854
|
|
|
25.3
|
%
|
|
99.2
|
%
|
|
30,331
|
|
|
26.3
|
%
|
|
9.40
|
|
|
4.2
|
|
|
461,783
|
|
|||
San Francisco Bay Area
|
37
|
|
|
1,816,636
|
|
|
14.2
|
%
|
|
95.8
|
%
|
|
19,580
|
|
|
16.9
|
%
|
|
11.25
|
|
|
3.7
|
|
|
287,160
|
|
|||
Seattle
|
25
|
|
|
1,665,625
|
|
|
13.0
|
%
|
|
99.4
|
%
|
|
13,828
|
|
|
11.9
|
%
|
|
8.35
|
|
|
3.9
|
|
|
263,815
|
|
|||
Miami
|
27
|
|
|
1,497,904
|
|
|
11.7
|
%
|
|
100.0
|
%
|
|
12,858
|
|
|
11.1
|
%
|
|
8.58
|
|
|
3.8
|
|
|
175,384
|
|
|||
Washington, D.C.
|
23
|
|
|
2,059,480
|
|
|
16.1
|
%
|
|
97.4
|
%
|
|
19,127
|
|
|
16.5
|
%
|
|
9.54
|
|
|
4.2
|
|
|
270,825
|
|
|||
Total/Weighted Average
|
205
|
|
|
12,823,344
|
|
|
100.0
|
%
|
|
98.4
|
%
|
|
$
|
115,796
|
|
|
100.0
|
%
|
|
$
|
9.18
|
|
|
4.7
|
|
|
$
|
1,845,776
|
|
1
|
Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of
December 31, 2018
, multiplied by 12.
|
2
|
Weighted average remaining lease term is calculated by summing the remaining lease term of each lease as of
December 31, 2018
, weighted by the respective square footage.
|
3
|
Includes approximately
55.2
acres of improved land and
five
properties under redevelopment expected to contain approximately
0.7
million square feet upon completion as discussed below.
|
Market
|
|
Number of
Parcels
|
|
Acres
|
|
% of
Total
|
|
Occupancy % As Of December 31, 2018
|
|
Annualized
Base Rent
(000’s)
1
|
|
% of
Total
|
|
Annualized
Base Rent
Per
Occupied
Square
Foot
|
|
Weighted
Average
Remaining
Lease Term
(Years)
2
|
||||||||||
Los Angeles
|
|
5
|
|
|
10.1
|
|
|
18.3
|
%
|
|
68.1
|
%
|
|
$
|
1,122
|
|
|
24.4
|
%
|
|
$
|
3.82
|
|
|
2.1
|
|
Northern New Jersey/New York City
|
|
6
|
|
|
27.1
|
|
|
49.1
|
%
|
|
63.5
|
%
|
|
2,130
|
|
|
46.3
|
%
|
|
2.96
|
|
|
6.8
|
|
||
San Francisco Bay Area
|
|
2
|
|
|
1.4
|
|
|
2.5
|
%
|
|
100.0
|
%
|
|
202
|
|
|
4.4
|
%
|
|
3.21
|
|
|
1.3
|
|
||
Seattle
|
|
—
|
|
|
—
|
|
|
0
|
%
|
|
—
|
|
|
—
|
|
|
0
|
%
|
|
—
|
|
|
—
|
|
||
Miami
|
|
2
|
|
|
3.2
|
|
|
5.8
|
%
|
|
100.0
|
%
|
|
393
|
|
|
8.6
|
%
|
|
2.85
|
|
|
3.7
|
|
||
Washington, D.C.
|
|
1
|
|
|
13.4
|
|
|
24.3
|
%
|
|
100.0
|
%
|
|
749
|
|
|
16.3
|
%
|
|
1.29
|
|
|
1.0
|
|
||
Total/Weighted Average
|
|
16
|
|
|
55.2
|
|
|
100.0
|
%
|
|
76.5
|
%
|
|
$
|
4,596
|
|
|
100.0
|
%
|
|
$
|
2.56
|
|
|
3.7
|
|
1
|
Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of
December 31, 2018
, multiplied by 12.
|
2
|
Weighted average remaining lease term is calculated by summing the remaining lease term of each lease as of
December 31, 2018
, weighted by the respective square footage.
|
|
For the Three Months Ended December 31,
|
|
For the Year Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Building improvements
|
$
|
6,855
|
|
|
$
|
2,742
|
|
|
$
|
17,953
|
|
|
$
|
11,626
|
|
Tenant improvements
|
2,336
|
|
|
2,147
|
|
|
4,312
|
|
|
7,083
|
|
||||
Leasing commissions
|
3,174
|
|
|
2,790
|
|
|
7,937
|
|
|
7,537
|
|
||||
Redevelopment and expansion
|
6,026
|
|
|
—
|
|
|
11,639
|
|
|
—
|
|
||||
Total capital expenditures
1
|
$
|
18,391
|
|
|
$
|
7,679
|
|
|
$
|
41,841
|
|
|
$
|
26,246
|
|
1
|
Includes approximately $13.7 million and $3.7 million for the three months ended
December 31, 2018
and
2017
, respectively, and approximately $27.5 million and $13.3 million for the years ended
December 31, 2018
and
2017
, respectively, related to leasing acquired vacancy, redevelopment construction in progress and renovation and expansion projects (stabilization capital) at 13 and 12 properties for the three months ended
December 31, 2018
and
2017
, respectively, and 21 and 18 properties for the years ended
December 31, 2018
and
2017
, respectively.
|
Year
|
|
Rentable
Square Feet
|
|
% of Total
Rentable
Square Feet
|
|
Annualized
Base Rent
(000’s)
3
|
|
% of Total
Annualized
Base Rent
|
|||||
2019
1, 2
|
|
1,162,296
|
|
|
9.1
|
%
|
|
$
|
10,419
|
|
|
8.0
|
%
|
2020
|
|
2,091,594
|
|
|
16.3
|
%
|
|
18,268
|
|
|
14.0
|
%
|
|
2021
|
|
2,333,720
|
|
|
18.2
|
%
|
|
20,630
|
|
|
15.8
|
%
|
|
2022
|
|
1,675,108
|
|
|
13.1
|
%
|
|
16,459
|
|
|
12.6
|
%
|
|
2023
|
|
1,573,489
|
|
|
12.3
|
%
|
|
18,177
|
|
|
13.9
|
%
|
|
Thereafter
|
|
3,778,829
|
|
|
29.4
|
%
|
|
46,558
|
|
|
35.7
|
%
|
|
Total
|
|
12,615,036
|
|
|
98.4
|
%
|
|
$
|
130,511
|
|
|
100.0
|
%
|
1
|
Includes leases that expire on or after
December 31, 2018
and month-to-month leases totaling approximately 60,880 square feet.
|
2
|
Approximately 1.1 million square feet of leases that were expiring in 2019 were renewed in 2018.
|
3
|
Annualized base rent is calculated as monthly base rent per the leases at expiration, excluding any partial or full rent abatements, as of
December 31, 2018
, multiplied by 12.
|
|
Customer
|
|
Leases
|
|
Rentable
Square Feet
|
|
% of Total
Rentable
Square Feet
|
|
Annualized
Base Rent
(000’s)
1
|
|
% of Total
Annualized
Base Rent
|
|||||||
1
|
|
United States Government
|
|
9
|
|
|
381,431
|
|
|
3.0
|
%
|
|
$
|
4,696
|
|
|
3.9
|
%
|
2
|
|
FedEx Corporation
|
|
7
|
|
|
490,779
|
|
|
3.7
|
%
|
|
4,657
|
|
|
3.9
|
%
|
|
3
|
|
Amazon.com
|
|
2
|
|
|
241,462
|
|
|
1.9
|
%
|
|
3,210
|
|
|
2.7
|
%
|
|
4
|
|
Danaher
|
|
3
|
|
|
171,707
|
|
|
1.3
|
%
|
|
2,961
|
|
|
2.5
|
%
|
|
5
|
|
Northrop Grumman Systems
|
|
2
|
|
|
199,866
|
|
|
1.6
|
%
|
|
2,270
|
|
|
1.9
|
%
|
|
6
|
|
AmerisourceBergen
|
|
1
|
|
|
211,418
|
|
|
1.6
|
%
|
|
2,260
|
|
|
1.9
|
%
|
|
7
|
|
XPO Logistics
|
|
2
|
|
|
180,717
|
|
|
1.4
|
%
|
|
1,649
|
|
|
1.4
|
%
|
|
8
|
|
District of Columbia
|
|
3
|
|
|
149,203
|
|
|
1.2
|
%
|
|
1,600
|
|
|
1.3
|
%
|
|
9
|
|
Z Gallerie Inc.
|
|
1
|
|
|
230,891
|
|
|
1.8
|
%
|
|
1,512
|
|
|
1.3
|
%
|
|
10
|
|
YRC
|
|
2
|
|
|
61,252
|
|
|
0.5
|
%
|
|
1,337
|
|
|
1.1
|
%
|
|
11
|
|
O'Neill Logistics
|
|
2
|
|
|
237,692
|
|
|
1.9
|
%
|
|
1,323
|
|
|
1.1
|
%
|
|
12
|
|
Miami International Freight Systems
|
|
1
|
|
|
192,454
|
|
|
1.5
|
%
|
|
1,245
|
|
|
1.0
|
%
|
|
13
|
|
Bar Logistics
|
|
2
|
|
|
203,263
|
|
|
1.6
|
%
|
|
1,220
|
|
|
1.0
|
%
|
|
14
|
|
Saia Motor Freight Line LLC
|
|
1
|
|
|
52,086
|
|
|
0.4
|
%
|
|
1,212
|
|
|
1.0
|
%
|
|
15
|
|
L3 Technologies, Inc.
|
|
1
|
|
|
135,579
|
|
|
1.1
|
%
|
|
1,180
|
|
|
1.0
|
%
|
|
16
|
|
JAM'N Logistics
|
|
1
|
|
|
110,336
|
|
|
0.9
|
%
|
|
1,159
|
|
|
1.0
|
%
|
|
17
|
|
Space Systems/Loral LLC
|
|
2
|
|
|
107,060
|
|
|
0.8
|
%
|
|
1,107
|
|
|
0.9
|
%
|
|
18
|
|
McKinstry Co., LLC
|
|
4
|
|
|
67,160
|
|
|
0.5
|
%
|
|
1,092
|
|
|
0.9
|
%
|
|
19
|
|
Exquisite Apparel Corporation
|
|
1
|
|
|
114,061
|
|
|
0.9
|
%
|
|
985
|
|
|
0.7
|
%
|
|
20
|
|
Home Depot USA Inc.
|
|
1
|
|
|
192,000
|
|
|
1.5
|
%
|
|
930
|
|
|
0.7
|
%
|
|
|
Total
|
|
48
|
|
|
3,730,417
|
|
|
29.1
|
%
|
|
$
|
37,605
|
|
|
31.2
|
%
|
1
|
Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of
December 31, 2018
, multiplied by 12.
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
(i)
|
90% of our REIT taxable income (determined before the deduction for dividends paid and excluding any net capital gain); plus
|
(ii)
|
90% of the excess of our after-tax net income, if any, from foreclosure property over the tax imposed on such income by the Code; less
|
(iii)
|
the sum of certain items of non-cash income.
|
•
|
actual results of operations;
|
•
|
our level of retained cash flows;
|
•
|
any debt service requirements;
|
•
|
capital expenditure requirements for our properties;
|
•
|
our property dispositions;
|
•
|
our taxable income;
|
•
|
the annual distribution requirement under the REIT provisions of the Code;
|
•
|
our operating expenses;
|
•
|
restrictions on the availability of funds under Maryland law; and
|
•
|
other factors that our board of directors may deem relevant.
|
For the Three
Months Ended
|
|
Security
|
|
Dividend
per Share
|
|
Declaration Date
|
|
Record Date
|
|
Date Paid
|
||
March 31, 2018
|
|
Common stock
|
|
$
|
0.220000
|
|
|
February 6, 2018
|
|
March 28, 2018
|
|
April 12, 2018
|
June 30, 2018
|
|
Common stock
|
|
$
|
0.220000
|
|
|
May 1, 2018
|
|
July 6, 2018
|
|
July 20, 2018
|
September 30, 2018
|
|
Common stock
|
|
$
|
0.240000
|
|
|
August 1, 2018
|
|
October 5, 2018
|
|
October 19, 2018
|
December 31, 2018
|
|
Common stock
|
|
$
|
0.240000
|
|
|
October 31, 2018
|
|
December 18, 2018
|
|
January 11, 2019
|
For the Three
Months Ended
|
|
Security
|
|
Dividend
per Share
|
|
Declaration Date
|
|
Record Date
|
|
Date Paid
|
||
March 31, 2017
|
|
Common stock
|
|
$
|
0.200000
|
|
|
February 7, 2017
|
|
March 28, 2017
|
|
April 12, 2017
|
March 31, 2017
|
|
Preferred stock
|
|
$
|
0.484375
|
|
|
February 7, 2017
|
|
March 10, 2017
|
|
March 31, 2017
|
June 30, 2017
|
|
Common stock
|
|
$
|
0.200000
|
|
|
May 2, 2017
|
|
July 7, 2017
|
|
July 21, 2017
|
June 30, 2017
|
|
Preferred stock
|
|
$
|
0.484375
|
|
|
May 2, 2017
|
|
June 9, 2017
|
|
June 30, 2017
|
September 30, 2017
|
|
Common stock
|
|
$
|
0.220000
|
|
|
August 1, 2017
|
|
October 6, 2017
|
|
October 21, 2017
|
December 31, 2017
|
|
Common stock
|
|
$
|
0.220000
|
|
|
October 31, 2017
|
|
December 29, 2017
|
|
January 12, 2018
|
Item 6.
|
Selected Financial Data.
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Operating Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
151,657
|
|
|
$
|
132,484
|
|
|
$
|
108,418
|
|
|
$
|
95,895
|
|
|
$
|
68,875
|
|
Total costs and expenses
|
102,431
|
|
|
93,435
|
|
|
87,172
|
|
|
82,240
|
|
|
51,567
|
|
|||||
Gain on sales of real estate investments
|
28,610
|
|
|
30,654
|
|
|
7,140
|
|
|
10,567
|
|
|
—
|
|
|||||
Income from operations
|
63,289
|
|
|
53,095
|
|
|
15,118
|
|
|
14,601
|
|
|
10,718
|
|
|||||
Net income available to common stockholders, net of redemption of preferred stock and preferred stock dividends
|
62,888
|
|
|
49,015
|
|
|
11,458
|
|
|
10,958
|
|
|
7,126
|
|
|||||
Earnings per Common Share - Basic and Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common stockholders, net of redemption of preferred stock and preferred stock dividends
|
$
|
1.09
|
|
|
$
|
0.95
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.23
|
|
Dividends declared per common share
|
$
|
0.92
|
|
|
$
|
0.84
|
|
|
$
|
0.76
|
|
|
$
|
0.66
|
|
|
$
|
0.57
|
|
Dividends declared per preferred share
|
—
|
|
|
0.97
|
|
|
1.94
|
|
|
1.94
|
|
|
1.94
|
|
|||||
Basic and Diluted Weighted Average Common Shares Outstanding
|
57,486,399
|
|
|
51,357,719
|
|
|
44,725,936
|
|
|
42,861,276
|
|
|
30,433,017
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Funds from operations
1
|
$
|
74,904
|
|
|
$
|
56,070
|
|
|
$
|
38,391
|
|
|
$
|
36,172
|
|
|
$
|
26,097
|
|
Basic and diluted FFO per common share
1
|
1.30
|
|
|
1.09
|
|
|
0.86
|
|
|
0.84
|
|
|
0.86
|
|
|||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
77,599
|
|
|
$
|
69,498
|
|
|
$
|
49,241
|
|
|
$
|
42,068
|
|
|
$
|
29,321
|
|
Investing activities
|
(234,957
|
)
|
|
(249,118
|
)
|
|
(149,629
|
)
|
|
(259,664
|
)
|
|
(245,526
|
)
|
|||||
Financing activities
|
149,037
|
|
|
203,942
|
|
|
93,758
|
|
|
45,140
|
|
|
404,207
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in real estate at cost
2
|
$
|
1,845,776
|
|
|
$
|
1,636,930
|
|
|
$
|
1,343,038
|
|
|
$
|
1,179,920
|
|
|
$
|
901,273
|
|
Total assets
|
1,796,504
|
|
|
1,567,871
|
|
|
1,278,981
|
|
|
1,152,138
|
|
|
1,074,735
|
|
|||||
Total debt
|
462,097
|
|
|
461,683
|
|
|
415,327
|
|
|
381,475
|
|
|
302,470
|
|
|||||
Total stockholders’ equity
|
1,247,797
|
|
|
1,027,494
|
|
|
811,805
|
|
|
733,082
|
|
|
747,036
|
|
1
|
See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures,” in this Annual Report on Form 10-K for a reconciliation to net income, net of redemption of preferred stock and preferred stock dividends and a discussion of why we believe funds from operations, or 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.
|
2
|
Excludes one property held for sale with a gross book value of approximately $6.3 million as of December 31, 2015 and one property held for sale with a gross book value of approximately $6.9 million as of December 31, 2014.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Located in high population coastal markets;
|
•
|
Close proximity to transportation infrastructure (such as sea ports, airports, highways and railways);
|
•
|
Situated in supply-constrained submarkets with barriers to new industrial development, as a result of physical and/or regulatory constraints;
|
•
|
Functional and flexible layout that can be modified to accommodate single and multiple tenants;
|
•
|
Acquisition price at a discount to the replacement cost of the property;
|
•
|
Potential for enhanced return through re-tenanting or operational and physical improvements; and
|
•
|
Opportunity for higher and better use of the property over time.
|
Property Name
|
|
Location
|
|
Acquisition Date
|
|
Number of
Buildings
|
|
Square
Feet
|
|
Purchase Price
(in thousands)
1
|
|
Stabilized
Cap Rate
2
|
|||||
Vermont
|
|
Torrance, CA
|
|
January 31, 2018
|
|
1
|
|
|
99,629
|
|
|
$
|
17,500
|
|
|
3.3
|
%
|
Woodside
|
|
Queens, NY
|
|
March 6, 2018
|
|
1
|
|
|
83,294
|
|
|
25,170
|
|
|
5.7
|
%
|
|
1st Avenue South
|
|
Seattle, WA
|
|
March 6, 2018
|
|
1
|
|
|
234,720
|
|
|
42,000
|
|
|
5.1
|
%
|
|
Wicks Blvd
|
|
San Leandro, CA
|
|
April 27, 2018
|
|
1
|
|
|
11,300
|
|
|
2,600
|
|
|
5.2
|
%
|
|
85 Doremus
3
|
|
Newark, NJ
|
|
May 7, 2018
|
|
—
|
|
|
—
|
|
|
6,300
|
|
|
5.1
|
%
|
|
East Valley
|
|
Renton, WA
|
|
May 7, 2018
|
|
1
|
|
|
39,005
|
|
|
5,950
|
|
|
5.2
|
%
|
|
Merced
4
|
|
San Leandro, CA
|
|
August 2, 2018
|
|
4
|
|
|
225,344
|
|
|
36,000
|
|
|
5.2
|
%
|
|
San Clemente
|
|
Hayward, CA
|
|
September 7, 2018
|
|
1
|
|
|
54,000
|
|
|
9,000
|
|
|
4.6
|
%
|
|
Whitney
5
|
|
San Leandro, CA
|
|
September 17, 2018
|
|
3
|
|
|
128,073
|
|
|
22,790
|
|
|
4.8
|
%
|
|
Commerce
|
|
Carlstadt, NJ
|
|
October 17, 2018
|
|
1
|
|
|
24,000
|
|
|
3,480
|
|
|
5.2
|
%
|
|
Kent 192
6
|
|
Seattle, WA
|
|
October 24, 2018
|
|
—
|
|
|
—
|
|
|
12,434
|
|
|
5.6
|
%
|
|
6th Ave
|
|
Seattle, WA
|
|
October 31, 2018
|
|
1
|
|
|
50,270
|
|
|
12,558
|
|
|
5.1
|
%
|
|
Walnut II
|
|
Compton, CA
|
|
November 7, 2018
|
|
1
|
|
|
60,040
|
|
|
11,108
|
|
|
4.8
|
%
|
|
Shoemaker
7
|
|
Santa Fe Springs, CA
|
|
November 14, 2018
|
|
—
|
|
|
—
|
|
|
6,400
|
|
|
5.4
|
%
|
|
Hotchkiss II
|
|
Fremont, CA
|
|
December 20, 2018
|
|
1
|
|
|
29,214
|
|
|
6,200
|
|
|
5.2
|
%
|
|
Total/Weighted Average
|
|
|
|
|
|
17
|
|
|
1,038,889
|
|
|
$
|
219,490
|
|
|
5.0
|
%
|
1
|
Excludes intangible liabilities and mortgage premiums, if any. The total aggregate investment was approximately $
227.1
million, including $
2.9
million in closing costs and acquisition costs.
|
2
|
Stabilized cap rates are calculated, at the time of acquisition, as annualized cash basis net operating income for the property stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property. Total acquisition cost basis for the property includes the initial purchase price, the effects of marking assumed debt to market, buyer’s due diligence and closing costs, estimated near-term capital expenditures and leasing costs necessary to achieve stabilization. We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of lease intangibles. These stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in this Annual Report on Form 10-K.
|
3
|
Represents an improved land parcel containing approximately
3.5
acres.
|
4
|
Also includes an improved land parcel containing approximately
1.2
acres.
|
5
|
Also includes an improved land parcel containing approximately
0.2
acres.
|
6
|
Represents an improved land parcel containing approximately
12.7
acres that is under redevelopment and upon completion is expected to contain an approximately 220,000 square foot industrial building. The total expected investment will be approximately
$33.9 million
.
|
7
|
Represents an improved land parcel containing approximately
2.3
acres.
|
Property Name
|
|
Total Expected Investment (in thousands)
1
|
|
Amount Spent to Date (in thousands)
|
|
Estimated Amount Remaining to Spend (in thousands)
|
|
Estimated Stabilized Cap Rate
2
|
|
Estimated Completion Quarter
|
|||||||
1775 NW 70th Avenue
|
|
$
|
10,181
|
|
|
$
|
9,779
|
|
|
$
|
402
|
|
|
5.3
|
%
|
|
Q1 2019
|
1st Avenue South
|
|
63,675
|
|
|
47,704
|
|
|
15,971
|
|
|
5.1
|
%
|
|
Q3 2020
|
|||
10100 NW 25th Street
|
|
13,231
|
|
|
11,251
|
|
|
1,980
|
|
|
5.3
|
%
|
|
Q2 2019
|
|||
6th Avenue South
|
|
15,302
|
|
|
12,784
|
|
|
2,518
|
|
|
5.1
|
%
|
|
Q4 2019
|
|||
Kent 192
|
|
33,875
|
|
|
13,177
|
|
|
20,698
|
|
|
5.6
|
%
|
|
Q4 2020
|
|||
Total/Weighted Average
|
|
$
|
136,264
|
|
|
$
|
94,695
|
|
|
$
|
41,569
|
|
|
5.3
|
%
|
|
|
1
|
Total expected investment for the property includes the initial purchase price, buyer’s due diligence and closing costs, estimated near-term redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization.
|
2
|
Estimated stabilized cap rates are calculated as annualized cash basis net operating income for the property stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property. We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of lease intangibles. These estimated stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in this Annual Report on Form 10-K.
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Rental revenues
|
$
|
2,495
|
|
|
$
|
4,127
|
|
|
$
|
4,532
|
|
Tenant expense reimbursements
|
346
|
|
|
574
|
|
|
738
|
|
|||
Property operating expenses
|
(613
|
)
|
|
(1,075
|
)
|
|
(1,083
|
)
|
|||
Depreciation and amortization
|
(737
|
)
|
|
(1,513
|
)
|
|
(1,732
|
)
|
|||
Income from operations
|
$
|
1,491
|
|
|
$
|
2,113
|
|
|
$
|
2,455
|
|
For the Three
Months Ended
|
|
Security
|
|
Dividend
per Share
|
|
Declaration Date
|
|
Record Date
|
|
Date Paid
|
||
March 31, 2018
|
|
Common stock
|
|
$
|
0.22
|
|
|
February 6, 2018
|
|
March 28, 2018
|
|
April 12, 2018
|
June 30, 2018
|
|
Common stock
|
|
$
|
0.22
|
|
|
May 1, 2018
|
|
July 6, 2018
|
|
July 20, 2018
|
September 30, 2018
|
|
Common stock
|
|
$
|
0.24
|
|
|
August 1, 2018
|
|
October 5, 2018
|
|
October 19, 2018
|
December 31, 2018
|
|
Common stock
|
|
$
|
0.24
|
|
|
October 31, 2018
|
|
December 18, 2018
|
|
January 11, 2019
|
|
For the Year Ended December 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|||||||||||
Rental revenues
|
|
|
|
|
|
|
|
|||||||
Same store
|
$
|
94,937
|
|
|
$
|
90,273
|
|
|
$
|
4,664
|
|
|
5.2
|
%
|
Non-same store operating properties
1
|
23,246
|
|
|
13,056
|
|
|
10,190
|
|
|
78.0
|
%
|
|||
Total rental revenues
|
118,183
|
|
|
103,329
|
|
|
14,854
|
|
|
14.4
|
%
|
|||
Tenant expense reimbursements
|
|
|
|
|
|
|
|
|||||||
Same store
|
27,866
|
|
|
26,556
|
|
|
1,310
|
|
|
4.9
|
%
|
|||
Non-same store operating properties
1
|
5,608
|
|
|
2,599
|
|
|
3,009
|
|
|
115.8
|
%
|
|||
Total tenant expense reimbursements
|
33,474
|
|
|
29,155
|
|
|
4,319
|
|
|
14.8
|
%
|
|||
Total revenues
|
151,657
|
|
|
132,484
|
|
|
19,173
|
|
|
14.5
|
%
|
|||
Property operating expenses
|
|
|
|
|
|
|
|
|||||||
Same store
|
31,871
|
|
|
31,795
|
|
|
76
|
|
|
0.2
|
%
|
|||
Non-same store operating properties
1
|
8,117
|
|
|
4,079
|
|
|
4,038
|
|
|
99.0
|
%
|
|||
Total property operating expenses
|
39,988
|
|
|
35,874
|
|
|
4,114
|
|
|
11.5
|
%
|
|||
Net operating income
2
|
|
|
|
|
|
|
|
|||||||
Same store
|
90,932
|
|
|
85,034
|
|
|
5,898
|
|
|
6.9
|
%
|
|||
Non-same store operating properties
1
|
20,737
|
|
|
11,576
|
|
|
9,161
|
|
|
79.1
|
%
|
|||
Total net operating income
|
$
|
111,669
|
|
|
$
|
96,610
|
|
|
$
|
15,059
|
|
|
15.6
|
%
|
Other costs and expenses
|
|
|
|
|
|
|
|
|||||||
Depreciation and amortization
|
40,816
|
|
|
37,870
|
|
|
2,946
|
|
|
7.8
|
%
|
|||
General and administrative
|
21,503
|
|
|
19,681
|
|
|
1,822
|
|
|
9.3
|
%
|
|||
Acquisition costs
|
124
|
|
|
10
|
|
|
114
|
|
|
1,140.0
|
%
|
|||
Total other costs and expenses
|
62,443
|
|
|
57,561
|
|
|
4,882
|
|
|
8.5
|
%
|
|||
Other income (expense)
|
|
|
|
|
|
|
|
|||||||
Interest and other income
|
3,664
|
|
|
169
|
|
|
3,495
|
|
|
2,068.0
|
%
|
|||
Interest expense, including amortization
|
(18,211
|
)
|
|
(16,777
|
)
|
|
(1,434
|
)
|
|
8.5
|
%
|
|||
Gain on sales of real estate investments
|
28,610
|
|
|
30,654
|
|
|
(2,044
|
)
|
|
(6.7
|
)%
|
|||
Total other income and (expenses)
|
14,063
|
|
|
14,046
|
|
|
17
|
|
|
0.1
|
%
|
|||
Net income
|
$
|
63,289
|
|
|
$
|
53,095
|
|
|
$
|
10,194
|
|
|
19.2
|
%
|
1
|
Includes
2017
and
2018
acquisitions and dispositions,
ten
improved land parcels, five properties under redevelopment and one completed redevelopment property with a gross book value of approximately $29.3 million as of
December 31, 2018
.
|
2
|
Includes straight-line rents and amortization of lease intangibles. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a reconciliation of net operating income and same store net operating income from net income and a discussion of why we believe net operating income and same store net operating income are useful supplemental measures of our operating performance.
|
|
For the Year Ended December 31,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|||||||||||
Rental revenues
|
|
|
|
|
|
|
|
|||||||
Same store
|
$
|
83,464
|
|
|
$
|
76,305
|
|
|
$
|
7,159
|
|
|
9.4
|
%
|
Non-same store operating properties
1
|
19,865
|
|
|
8,713
|
|
|
11,152
|
|
|
128.0
|
%
|
|||
Total rental revenues
|
103,329
|
|
|
85,018
|
|
|
18,311
|
|
|
21.5
|
%
|
|||
Tenant expense reimbursements
|
|
|
|
|
|
|
|
|||||||
Same store
|
24,951
|
|
|
21,441
|
|
|
3,510
|
|
|
16.4
|
%
|
|||
Non-same store operating properties
1
|
4,204
|
|
|
1,959
|
|
|
2,245
|
|
|
114.6
|
%
|
|||
Total tenant expense reimbursements
|
29,155
|
|
|
23,400
|
|
|
5,755
|
|
|
24.6
|
%
|
|||
Total revenues
|
132,484
|
|
|
108,418
|
|
|
24,066
|
|
|
22.2
|
%
|
|||
Property operating expenses
|
|
|
|
|
|
|
|
|||||||
Same store
|
29,456
|
|
|
27,755
|
|
|
1,701
|
|
|
6.1
|
%
|
|||
Non-same store operating properties
1
|
6,418
|
|
|
2,570
|
|
|
3,848
|
|
|
149.7
|
%
|
|||
Total property operating expenses
|
35,874
|
|
|
30,325
|
|
|
5,549
|
|
|
18.3
|
%
|
|||
Net operating income
2
|
|
|
|
|
|
|
|
|||||||
Same store
|
78,959
|
|
|
69,991
|
|
|
8,968
|
|
|
12.8
|
%
|
|||
Non-same store operating properties
1
|
17,651
|
|
|
8,102
|
|
|
9,549
|
|
|
117.9
|
%
|
|||
Total net operating income
|
$
|
96,610
|
|
|
$
|
78,093
|
|
|
$
|
18,517
|
|
|
23.7
|
%
|
Other costs and expenses
|
|
|
|
|
|
|
|
|||||||
Depreciation and amortization
|
37,870
|
|
|
34,399
|
|
|
3,471
|
|
|
10.1
|
%
|
|||
General and administrative
|
19,681
|
|
|
19,319
|
|
|
362
|
|
|
1.9
|
%
|
|||
Acquisition costs
|
10
|
|
|
3,129
|
|
|
(3,119
|
)
|
|
(99.7
|
)%
|
|||
Total other costs and expenses
|
57,561
|
|
|
56,847
|
|
|
714
|
|
|
1.3
|
%
|
|||
Other income (expense)
|
|
|
|
|
|
|
|
|||||||
Interest and other income
|
169
|
|
|
24
|
|
|
145
|
|
|
604.2
|
%
|
|||
Interest expense, including amortization
|
(16,777
|
)
|
|
(13,053
|
)
|
|
(3,724
|
)
|
|
28.5
|
%
|
|||
Loss on extinguishment of debt
|
—
|
|
|
(239
|
)
|
|
239
|
|
|
n/a
|
|
|||
Gain on sales of real estate investments
|
30,654
|
|
|
7,140
|
|
|
23,514
|
|
|
329.3
|
%
|
|||
Total other income and expenses
|
14,046
|
|
|
(6,128
|
)
|
|
20,174
|
|
|
n/a
|
|
|||
Net income
|
$
|
53,095
|
|
|
$
|
15,118
|
|
|
$
|
37,977
|
|
|
251.2
|
%
|
1
|
Includes 2016 and 2017 acquisitions and dispositions and seven improved land parcels as of December 31, 2017.
|
2
|
Includes straight-line rents and amortization of lease intangibles. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a reconciliation of net operating income and same store net operating income from net income and a discussion of why we believe net operating income and same store net operating income are useful supplemental measures of our operating performance.
|
•
|
limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding perpetual preferred stock to less than 35% of our total enterprise value;
|
•
|
maintain a fixed charge coverage ratio in excess of 2.0x;
|
•
|
maintain a debt-to-adjusted EBITDA ratio below 6.0x;
|
•
|
limit the principal amount of our outstanding floating rate debt to less than 20% of our total consolidated indebtedness; and
|
•
|
have staggered debt maturities that are aligned to our expected average lease term (5-7 years), positioning us to re-price parts of our capital structure as our rental rates change with market conditions.
|
ATM Stock Offering Program
|
|
Date Implemented
|
|
Maximum Aggregate
Offering Price
(in thousands)
|
|
Aggregate Common Stock Available as of December 31, 2018 (in thousands)
|
||||
$250 Million ATM Program
|
|
May 31, 2018
|
|
$
|
250,000
|
|
|
$
|
129,877
|
|
For the Year Ended
|
|
Shares Sold
|
|
Weighted Average
Price Per Share
|
|
Net Proceeds
|
|
Sales Commissions
|
|||||||
December 31, 2018
|
|
5,492,707
|
|
|
$
|
38.04
|
|
|
$
|
205,919
|
|
|
$
|
3,030
|
|
December 31, 2017
|
|
7,859,929
|
|
|
$
|
32.48
|
|
|
$
|
251,585
|
|
|
$
|
3,709
|
|
|
Credit
Facility
|
|
Term
Loans
|
|
Senior
Unsecured
Notes
|
|
Mortgage
Loans
Payable
|
|
Total Debt
|
||||||||||
2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,514
|
|
|
$
|
1,514
|
|
2020
|
—
|
|
|
—
|
|
|
—
|
|
|
33,077
|
|
|
33,077
|
|
|||||
2021
|
—
|
|
|
50,000
|
|
|
—
|
|
|
11,271
|
|
|
61,271
|
|
|||||
2022
|
19,000
|
|
|
100,000
|
|
|
50,000
|
|
|
—
|
|
|
169,000
|
|
|||||
2023
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Thereafter
|
—
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
200,000
|
|
|||||
Subtotal
|
19,000
|
|
|
150,000
|
|
|
250,000
|
|
|
45,862
|
|
|
464,862
|
|
|||||
Unamortized net premiums
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Debt
|
19,000
|
|
|
150,000
|
|
|
250,000
|
|
|
45,862
|
|
|
464,862
|
|
|||||
Deferred financing costs, net
|
—
|
|
|
(933
|
)
|
|
(1,737
|
)
|
|
(95
|
)
|
|
(2,765
|
)
|
|||||
Total Debt, net
|
$
|
19,000
|
|
|
$
|
149,067
|
|
|
$
|
248,263
|
|
|
$
|
45,767
|
|
|
$
|
462,097
|
|
Weighted average interest rate
|
3.6
|
%
|
|
3.6
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
|
3.9
|
%
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||
Total Debt, net
|
$
|
462,097
|
|
|
$
|
461,683
|
|
Equity
|
|
|
|
||||
Common Stock
|
|
|
|
||||
Shares Outstanding
1
|
61,013,711
|
|
|
55,368,737
|
|
||
Market Price
2
|
$
|
35.17
|
|
|
$
|
35.06
|
|
Total Equity
|
2,145,852
|
|
|
1,941,228
|
|
||
Total Market Capitalization
|
$
|
2,607,949
|
|
|
$
|
2,402,911
|
|
Total Debt-to-Total Investments in Properties
3
|
25.0
|
%
|
|
28.2
|
%
|
||
Total Debt-to-Total Investments in Properties and Senior Secured Loan
4
|
24.5
|
%
|
|
28.2
|
%
|
||
Total Debt-to-Total Market Capitalization
5
|
17.7
|
%
|
|
19.2
|
%
|
||
Floating Rate Debt as a % of Total Debt
6
|
36.4
|
%
|
|
32.3
|
%
|
||
Unhedged Floating Rate Debt as a % of Total Debt
7
|
4.1
|
%
|
|
0
|
%
|
||
Mortgage Loans Payable as a % of Total Debt
8
|
9.9
|
%
|
|
14.0
|
%
|
||
Mortgage Loans Payable as a % of Total Investments in Properties
9
|
2.5
|
%
|
|
4.0
|
%
|
||
Adjusted EBITDA
10
|
$
|
103,100
|
|
|
$
|
85,830
|
|
Interest Coverage
11
|
5.7x
|
|
|
5.1x
|
|
||
Fixed Charge Coverage
12
|
5.0x
|
|
|
4.6x
|
|
||
Total Debt-to-Adjusted EBITDA
13
|
4.2x
|
|
|
5.3x
|
|
||
Weighted Average Maturity of Total Debt (years)
|
4.6
|
|
|
5.4
|
|
1
|
Includes
383,930
and
357,183
shares of unvested restricted stock outstanding as of
December 31, 2018
and
2017
, respectively.
|
2
|
Closing price of our shares of common stock on the New York Stock Exchange on
December 31, 2018
and December 29,
2017
, respectively, in dollars per share.
|
3
|
Total debt-to-total investments in properties is calculated as total debt, net of deferred financing costs, divided by total investments in properties as of
December 31, 2018
and
2017
, respectively.
|
4
|
Total debt-to-total investments in properties and Senior Secured Loan is calculated as total debt, net of deferred financing costs, divided by total investments in properties and total Senior Secured Loan, net of deferred loan fees of approximately $
0.5
million and $
0
, as of
December 31, 2018
and
2017
, respectively.
|
5
|
Total debt-to-total market capitalization is calculated as total debt, net of deferred financing costs, divided by total market capitalization as of
December 31, 2018
and
2017
, respectively.
|
6
|
Floating rate debt as a percentage of total debt is calculated as floating rate debt, net of deferred financing costs, divided by total debt, net of deferred financing costs. Floating rate debt includes our existing $
150.0
million of variable-rate term loan borrowings with interest rate caps of
4.0%
plus
1.20%
to
1.70%
, depending on leverage as of
December 31, 2018
and 1.30% to 1.85% as of December 31,
2017
. See “Note 9 – Derivative Financial Instruments” in our notes to consolidated financial statements for more information regarding our interest rate caps.
|
7
|
Unhedged floating rate debt as a percentage of total debt is calculated as unhedged floating rate debt, net of deferred financing costs, divided by total debt, net of deferred financing costs. Hedged debt includes our existing $
150.0
million of variable-rate term loan borrowings with interest rate caps of
4.0%
plus
1.20%
to
1.70%
, depending on leverage as of
December 31, 2018
and 1.30% to 1.85% as of December 31,
2017
. See “Note 9 – Derivative Financial Instruments” in our notes to consolidated financial statements for more information regarding our interest rate caps.
|
8
|
Mortgage loans payable as a percentage of total debt is calculated as mortgage loans payable, net of deferred financing costs, divided by total debt, net of deferred financing costs.
|
9
|
Mortgage loans payable as a percentage of total investments in properties is calculated as mortgage loans payable, net of deferred financing costs, divided by total investments in properties.
|
10
|
Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation (“Adjusted EBITDA”) for the years ended
December 31, 2018
and
2017
, respectively. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of
|
11
|
Interest coverage is calculated as Adjusted EBITDA divided by interest expense, including amortization. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.
|
12
|
Fixed charge coverage is calculated as Adjusted EBITDA divided by interest expense, including amortization plus preferred stock dividends, if any. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.
|
13
|
Total debt-to-Adjusted EBITDA is calculated as total debt, net of deferred financing costs, divided by annualized Adjusted EBITDA. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.
|
For the Three
Months Ended
|
|
Security
|
|
Dividend
per Share
|
|
Declaration Date
|
|
Record Date
|
|
Date Paid
|
||
March 31, 2018
|
|
Common stock
|
|
$
|
0.220000
|
|
|
February 6, 2018
|
|
March 28, 2018
|
|
April 12, 2018
|
June 30, 2018
|
|
Common stock
|
|
$
|
0.220000
|
|
|
May 1, 2018
|
|
July 6, 2018
|
|
July 20, 2018
|
September 30, 2018
|
|
Common stock
|
|
$
|
0.240000
|
|
|
August 1, 2018
|
|
October 5, 2018
|
|
October 19, 2018
|
December 31, 2018
|
|
Common stock
|
|
$
|
0.240000
|
|
|
October 31, 2018
|
|
December 18, 2018
|
|
January 11, 2019
|
For the Three
Months Ended
|
|
Security
|
|
Dividend
per Share
|
|
Declaration Date
|
|
Record Date
|
|
Date Paid
|
||
March 31, 2017
|
|
Common stock
|
|
$
|
0.200000
|
|
|
February 7, 2017
|
|
March 28, 2017
|
|
April 12, 2017
|
March 31, 2017
|
|
Preferred stock
|
|
$
|
0.484375
|
|
|
February 7, 2017
|
|
March 10, 2017
|
|
March 31, 2017
|
June 30, 2017
|
|
Common stock
|
|
$
|
0.200000
|
|
|
May 2, 2017
|
|
July 7, 2017
|
|
July 21, 2017
|
June 30, 2017
|
|
Preferred stock
|
|
$
|
0.484375
|
|
|
May 2, 2017
|
|
June 9, 2017
|
|
June 30, 2017
|
September 30, 2017
|
|
Common stock
|
|
$
|
0.220000
|
|
|
August 1, 2017
|
|
October 6, 2017
|
|
October 21, 2017
|
December 31, 2017
|
|
Common stock
|
|
$
|
0.220000
|
|
|
October 31, 2017
|
|
December 29, 2017
|
|
January 12, 2018
|
Market
|
|
Number of
Buildings
|
|
Square Feet
|
|
Purchase Price
(in thousands)
|
|
Assumed Debt
(in thousands)
|
||||||
Los Angeles
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Northern New Jersey/New York City
1
|
|
1
|
|
|
17,851
|
|
|
49,017
|
|
|
—
|
|
||
San Francisco Bay Area
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Seattle
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Miami
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Washington, D.C.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
1
|
|
|
17,851
|
|
|
$
|
49,017
|
|
|
$
|
—
|
|
1
|
Includes one improved land parcel containing approximately
16.8
acres.
|
Contractual Obligations
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
|
Total
|
||||||||||
Debt
|
$
|
1,514
|
|
|
$
|
94,348
|
|
|
$
|
169,000
|
|
|
$
|
200,000
|
|
|
$
|
464,862
|
|
Debt interest payments
|
12,054
|
|
|
21,504
|
|
|
18,255
|
|
|
19,035
|
|
|
70,848
|
|
|||||
Operating lease commitments
|
264
|
|
|
547
|
|
|
140
|
|
|
—
|
|
|
951
|
|
|||||
Redevelopment obligations
|
13,258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,258
|
|
|||||
Purchase obligations
|
49,017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,017
|
|
|||||
Total
|
$
|
76,107
|
|
|
$
|
116,399
|
|
|
$
|
187,395
|
|
|
$
|
219,035
|
|
|
$
|
598,936
|
|
|
For the Three Months Ended December 31,
|
|
|
|
|
|
For the Three Months Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||||||||||
Net income, net of redemption of preferred stock and preferred stock dividends
|
$
|
22,972
|
|
|
$
|
10,836
|
|
|
$
|
12,136
|
|
|
112.0
|
%
|
|
$
|
10,836
|
|
|
$
|
941
|
|
|
$
|
9,895
|
|
|
1,051.5
|
%
|
Gain on sales of real estate investments
|
(13,624
|
)
|
|
(5,105
|
)
|
|
(8,519
|
)
|
|
166.9
|
%
|
|
(5,105
|
)
|
|
—
|
|
|
(5,105
|
)
|
|
n/a
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization
|
10,250
|
|
|
10,015
|
|
|
235
|
|
|
2.3
|
%
|
|
10,015
|
|
|
9,185
|
|
|
830
|
|
|
9.0
|
%
|
||||||
Non-real estate depreciation
|
(27
|
)
|
|
(31
|
)
|
|
4
|
|
|
(12.9
|
)%
|
|
(31
|
)
|
|
(21
|
)
|
|
(10
|
)
|
|
47.6
|
%
|
||||||
Allocation to participating securities
1
|
(123
|
)
|
|
(107
|
)
|
|
(16
|
)
|
|
15.0
|
%
|
|
(107
|
)
|
|
(84
|
)
|
|
(23
|
)
|
|
27.4
|
%
|
||||||
Funds from operations attributable to common stockholders
2, 3
|
$
|
19,448
|
|
|
$
|
15,608
|
|
|
$
|
3,840
|
|
|
24.6
|
%
|
|
$
|
15,608
|
|
|
$
|
10,021
|
|
|
$
|
5,587
|
|
|
55.8
|
%
|
Basic and diluted FFO per common share
|
$
|
0.33
|
|
|
$
|
0.29
|
|
|
$
|
0.04
|
|
|
13.8
|
%
|
|
$
|
0.29
|
|
|
$
|
0.22
|
|
|
$
|
0.07
|
|
|
31.8
|
%
|
Weighted average basic and diluted common shares
|
59,689,965
|
|
|
54,563,353
|
|
|
|
|
|
|
54,563,353
|
|
|
46,277,521
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||||||||||
Net income, net of redemption of preferred stock and preferred stock dividends
|
$
|
63,289
|
|
|
$
|
49,367
|
|
|
$
|
13,922
|
|
|
28.2
|
%
|
|
$
|
49,367
|
|
|
$
|
11,553
|
|
|
$
|
37,814
|
|
|
327.3
|
%
|
Gain on sales of real estate investments
|
(28,610
|
)
|
|
(30,654
|
)
|
|
2,044
|
|
|
(6.7
|
)%
|
|
(30,654
|
)
|
|
(7,140
|
)
|
|
(23,514
|
)
|
|
329.3
|
%
|
||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization
|
40,816
|
|
|
37,870
|
|
|
2,946
|
|
|
7.8
|
%
|
|
37,870
|
|
|
34,399
|
|
|
3,471
|
|
|
10.1
|
%
|
||||||
Non-real estate depreciation
|
(113
|
)
|
|
(109
|
)
|
|
(4
|
)
|
|
3.7
|
%
|
|
(109
|
)
|
|
(86
|
)
|
|
(23
|
)
|
|
26.7
|
%
|
||||||
Allocation to participating securities
1
|
(478
|
)
|
|
(404
|
)
|
|
(74
|
)
|
|
18.3
|
%
|
|
(404
|
)
|
|
(335
|
)
|
|
(69
|
)
|
|
20.6
|
%
|
||||||
Funds from operations attributable to common stockholders
2, 3, 4
|
$
|
74,904
|
|
|
$
|
56,070
|
|
|
$
|
18,834
|
|
|
33.6
|
%
|
|
$
|
56,070
|
|
|
$
|
38,391
|
|
|
$
|
17,679
|
|
|
46.0
|
%
|
Basic and diluted FFO per common share
|
$
|
1.30
|
|
|
$
|
1.09
|
|
|
$
|
0.21
|
|
|
19.3
|
%
|
|
$
|
1.09
|
|
|
$
|
0.86
|
|
|
$
|
0.23
|
|
|
26.7
|
%
|
Weighted average basic and diluted common shares
|
57,486,399
|
|
|
51,357,719
|
|
|
|
|
|
|
51,357,719
|
|
|
44,725,936
|
|
|
|
|
|
1
|
To be consistent with our policies of determining whether instruments granted in share-based payment transactions are participating securities and accounting for earnings per share, the FFO per common share is adjusted for FFO distributed through declared dividends (if any) and allocated to all participating securities (weighted average common shares outstanding and unvested restricted shares outstanding) under the two-class method. Under this method, allocations were made to 383,930, 359,910, and 396,855 of weighted average unvested restricted shares outstanding for the three months ended
December 31, 2018
,
2017
and
2016
, respectively, and
368,912
,
375,924
, and
398,475
for the years ended
December 31, 2018
,
2017
and
2016
, respectively.
|
2
|
Includes expensed acquisition costs of approximately $0, $0 and $1.0 million for the three months ended
December 31, 2018
,
2017
and
2016
, respectively, and approximately $
0.1
million, $
0
and $
3.1
million for the years ended
December 31, 2018
,
2017
and
2016
, respectively.
|
3
|
Includes performance share award expense of approximately $2.7 million, $1.1 million and $3.0 million for the three months ended
December 31, 2018
,
2017
and
2016
, respectively, and approximately $
7.1
million, $
6.7
million and $
7.3
million for the years ended
December 31, 2018
,
2017
and
2016
, respectively, which varies quarter to quarter based our total shareholder return outperforming the MSCI U.S. REIT Index (RMS) and the FTSE Nareit Equity Industrial Index over the prior three year period. See “Note 11 – Stockholders’ Equity” in our notes to consolidated financial statements for more information regarding our performance share awards.
|
4
|
Includes redemption charges of approximately $0, $1.8 million, and $0 during the years ended
December 31, 2018
,
2017
, and
2016
, respectively, representing the write-off of original issuance costs related to the redemption of our Series A Preferred Stock. See “Note 11 – Stockholders’ Equity” in our notes to consolidated financial statements for more information regarding our Series A Preferred Stock redemption.
|
|
For the Three Months Ended December 31,
|
|
|
|
|
|
For the Three Months Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||||||||||
Net income
|
$
|
22,972
|
|
|
$
|
10,836
|
|
|
$
|
12,136
|
|
|
112.0
|
%
|
|
$
|
10,836
|
|
|
$
|
1,832
|
|
|
$
|
9,004
|
|
|
491.5
|
%
|
Gain on sales of real estate investments
|
(13,624
|
)
|
|
(5,105
|
)
|
|
(8,519
|
)
|
|
166.9
|
%
|
|
(5,105
|
)
|
|
—
|
|
|
(5,105
|
)
|
|
n/a
|
|
||||||
Depreciation and amortization from continuing operations
|
10,250
|
|
|
10,015
|
|
|
235
|
|
|
2.3
|
%
|
|
10,015
|
|
|
9,185
|
|
|
830
|
|
|
9.0
|
%
|
||||||
Interest expense, including amortization
|
4,494
|
|
|
4,691
|
|
|
(197
|
)
|
|
(4.2
|
)%
|
|
4,691
|
|
|
3,642
|
|
|
1,049
|
|
|
28.8
|
%
|
||||||
Stock-based compensation
|
3,248
|
|
|
1,471
|
|
|
1,777
|
|
|
120.8
|
%
|
|
1,471
|
|
|
3,474
|
|
|
(2,003
|
)
|
|
(57.7
|
)%
|
||||||
Acquisition costs
|
(5
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
400.0
|
%
|
|
(1
|
)
|
|
990
|
|
|
(991
|
)
|
|
n/a
|
|
||||||
Adjusted EBITDA
|
$
|
27,335
|
|
|
$
|
21,907
|
|
|
$
|
5,428
|
|
|
24.8
|
%
|
|
$
|
21,907
|
|
|
$
|
19,123
|
|
|
$
|
2,784
|
|
|
14.6
|
%
|
|
For the Year Ended December 31,
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||||||||||
Net income
|
$
|
63,289
|
|
|
$
|
53,095
|
|
|
$
|
10,194
|
|
|
19.2
|
%
|
|
$
|
53,095
|
|
|
$
|
15,118
|
|
|
$
|
37,977
|
|
|
251.2
|
%
|
Gain on sales of real estate investments
|
(28,610
|
)
|
|
(30,654
|
)
|
|
2,044
|
|
|
(6.7
|
)%
|
|
(30,654
|
)
|
|
(7,140
|
)
|
|
(23,514
|
)
|
|
329.3
|
%
|
||||||
Depreciation and amortization from continuing operations
|
40,816
|
|
|
37,870
|
|
|
2,946
|
|
|
7.8
|
%
|
|
37,870
|
|
|
34,399
|
|
|
3,471
|
|
|
10.1
|
%
|
||||||
Interest expense, including amortization
|
18,211
|
|
|
16,777
|
|
|
1,434
|
|
|
8.5
|
%
|
|
16,777
|
|
|
13,053
|
|
|
3,724
|
|
|
28.5
|
%
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
|
|
—
|
|
|
239
|
|
|
(239
|
)
|
|
n/a
|
|
||||||
Stock-based compensation
|
9,270
|
|
|
8,732
|
|
|
538
|
|
|
6.2
|
%
|
|
8,732
|
|
|
9,444
|
|
|
(712
|
)
|
|
(7.5
|
)%
|
||||||
Acquisition costs
|
124
|
|
|
10
|
|
|
114
|
|
|
1,140.0
|
%
|
|
10
|
|
|
3,129
|
|
|
(3,119
|
)
|
|
(99.7
|
)%
|
||||||
Adjusted EBITDA
|
$
|
103,100
|
|
|
$
|
85,830
|
|
|
$
|
17,270
|
|
|
20.1
|
%
|
|
$
|
85,830
|
|
|
$
|
68,242
|
|
|
$
|
17,588
|
|
|
25.8
|
%
|
|
For the Three Months Ended December 31,
|
|
|
|
|
|
|
For the Three Months Ended December 31,
|
|
|
|
|
|
||||||||||||||||||||
|
2018
|
|
|
2017
|
|
|
$ Change
|
|
% Change
|
|
2017
|
|
|
2016
|
|
|
$ Change
|
|
% Change
|
||||||||||||||
Net income
1
|
$
|
22,972
|
|
|
|
$
|
10,836
|
|
|
|
$
|
12,136
|
|
|
112.0
|
%
|
|
$
|
10,836
|
|
|
|
$
|
1,832
|
|
|
|
$
|
9,004
|
|
|
491.5
|
%
|
Depreciation and amortization from continuing operations
|
10,250
|
|
|
|
10,015
|
|
|
|
235
|
|
|
2.3
|
%
|
|
10,015
|
|
|
|
9,185
|
|
|
|
830
|
|
|
9.0
|
%
|
||||||
General and administrative
|
6,371
|
|
|
|
4,431
|
|
|
|
1,940
|
|
|
43.8
|
%
|
|
4,431
|
|
|
|
6,015
|
|
|
|
(1,584
|
)
|
|
(26.3
|
)%
|
||||||
Acquisition costs
|
(5
|
)
|
|
|
(1
|
)
|
|
|
(4
|
)
|
|
400.0
|
%
|
|
(1
|
)
|
|
|
990
|
|
|
|
(991
|
)
|
|
n/a
|
|
||||||
Total other income and expenses
|
(10,471
|
)
|
|
|
(508
|
)
|
|
|
(9,963
|
)
|
|
1,961.2
|
%
|
|
(508
|
)
|
|
|
3,637
|
|
|
|
(4,145
|
)
|
|
n/a
|
|
||||||
Net operating income
|
29,117
|
|
|
|
24,773
|
|
|
|
4,344
|
|
|
17.5
|
%
|
|
24,773
|
|
|
|
21,659
|
|
|
|
3,114
|
|
|
14.4
|
%
|
||||||
Less non same store NOI
|
(5,983
|
)
|
3
|
|
(3,261
|
)
|
3
|
|
(2,722
|
)
|
|
83.5
|
%
|
|
(5,003
|
)
|
4
|
|
(3,004
|
)
|
4
|
|
(1,999
|
)
|
|
66.5
|
%
|
||||||
Same store NOI
1
|
$
|
23,134
|
|
|
|
$
|
21,512
|
|
|
|
$
|
1,622
|
|
|
7.5
|
%
|
|
$
|
19,770
|
|
|
|
$
|
18,655
|
|
|
|
$
|
1,115
|
|
|
6.0
|
%
|
Less straight-line rents and amortization of lease intangibles
2
|
(233
|
)
|
|
|
(847
|
)
|
|
|
614
|
|
|
(72.5
|
)%
|
|
(507
|
)
|
|
|
(1,033
|
)
|
|
|
526
|
|
|
(50.9
|
)%
|
||||||
Cash-basis same store NOI
1
|
$
|
22,901
|
|
|
|
$
|
20,665
|
|
|
|
$
|
2,236
|
|
|
10.8
|
%
|
|
$
|
19,263
|
|
|
|
$
|
17,622
|
|
|
|
$
|
1,641
|
|
|
9.3
|
%
|
1
|
Includes $0 of lease termination income for the three months ended
December 31, 2018
,
2017
and
2016
.
|
2
|
Includes straight-line rents and amortization of lease intangibles for the same store pool only.
|
3
|
Includes
2017
and
2018
acquisitions, ten improved land parcels, five properties under redevelopment and one completed redevelopment property with a gross book value of approximately $29.3 million as of December 31, 2018.
|
4
|
Includes
2016
and
2017
acquisitions and one completed redevelopment property with a gross book value of approximately $40.3 million and accumulated depreciation of approximately $4.2 million as of December 31, 2016.
|
|
For the Year Ended December 31,
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
|
|
||||||||||||||||||||
|
2018
|
|
|
2017
|
|
|
$ Change
|
|
% Change
|
|
2017
|
|
|
2016
|
|
|
$ Change
|
|
% Change
|
||||||||||||||
Net income
1
|
$
|
63,289
|
|
|
|
$
|
53,095
|
|
|
|
$
|
10,194
|
|
|
19.2
|
%
|
|
$
|
53,095
|
|
|
|
$
|
15,118
|
|
|
|
$
|
37,977
|
|
|
251.2
|
%
|
Depreciation and amortization from continuing operations
|
40,816
|
|
|
|
37,870
|
|
|
|
2,946
|
|
|
7.8
|
%
|
|
37,870
|
|
|
|
34,399
|
|
|
|
3,471
|
|
|
10.1
|
%
|
||||||
General and administrative
|
21,503
|
|
|
|
19,681
|
|
|
|
1,822
|
|
|
9.3
|
%
|
|
19,681
|
|
|
|
19,319
|
|
|
|
362
|
|
|
1.9
|
%
|
||||||
Acquisition costs
|
124
|
|
|
|
10
|
|
|
|
114
|
|
|
1,140.0
|
%
|
|
10
|
|
|
|
3,129
|
|
|
|
(3,119
|
)
|
|
(99.7
|
)%
|
||||||
Total other income and expenses
|
(14,063
|
)
|
|
|
(14,046
|
)
|
|
|
(17
|
)
|
|
0.1
|
%
|
|
(14,046
|
)
|
|
|
6,128
|
|
|
|
(20,174
|
)
|
|
n/a
|
|
||||||
Net operating income
|
111,669
|
|
|
|
96,610
|
|
|
|
15,059
|
|
|
15.6
|
%
|
|
96,610
|
|
|
|
78,093
|
|
|
|
18,517
|
|
|
23.7
|
%
|
||||||
Less non same store NOI
|
(20,737
|
)
|
3
|
|
(11,576
|
)
|
3
|
|
(9,161
|
)
|
|
79.1
|
%
|
|
(17,651
|
)
|
4
|
|
(8,102
|
)
|
4
|
|
(9,549
|
)
|
|
117.9
|
%
|
||||||
Same store NOI
1
|
$
|
90,932
|
|
|
|
$
|
85,034
|
|
|
|
$
|
5,898
|
|
|
6.9
|
%
|
|
$
|
78,959
|
|
|
|
$
|
69,991
|
|
|
|
$
|
8,968
|
|
|
12.8
|
%
|
Less straight-line rents and amortization of lease intangibles
2
|
(2,737
|
)
|
|
|
(4,161
|
)
|
|
|
1,424
|
|
|
(34.2
|
)%
|
|
(2,739
|
)
|
|
|
(4,564
|
)
|
|
|
1,825
|
|
|
(40.0
|
)%
|
||||||
Cash-basis same store NOI
1
|
$
|
88,195
|
|
|
|
$
|
80,873
|
|
|
|
$
|
7,322
|
|
|
9.1
|
%
|
|
$
|
76,220
|
|
|
|
$
|
65,427
|
|
|
|
$
|
10,793
|
|
|
16.5
|
%
|
1
|
Includes approximately $0.7 million, $0.1 million and $0 of lease termination income for the years ended
December 31, 2018
,
2017
and
2016
, respectively.
|
2
|
Includes straight-line rents and amortization of lease intangibles for the same store pool only.
|
3
|
Includes
2017
and
2018
acquisitions and one completed redevelopment property with a gross book value of approximately $29.3 million as of December 31, 2018.
|
4
|
Includes
2016
and
2017
acquisitions and one completed redevelopment property with a gross book value of approximately $40.3 million and accumulated depreciation of approximately $4.2 million as of
December 31, 2017
.
|
Item 7A.
|
Quantitative And Qualitative Disclosures About Market Risk.
|
Item 8.
|
Financial Statements And Supplementary Data.
|
Item 9.
|
Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.
|
Item 9A.
|
Controls And Procedures.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accounting Fees and Services.
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
|
|
|
Page
|
Item 16.
|
Form 10-K Summary.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
Investments in real estate
|
|
|
|
||||
Land
|
$
|
833,995
|
|
|
$
|
759,659
|
|
Buildings and improvements
|
837,816
|
|
|
801,242
|
|
||
Construction in progress
|
94,695
|
|
|
—
|
|
||
Intangible assets
|
79,270
|
|
|
76,029
|
|
||
Total investments in properties
|
1,845,776
|
|
|
1,636,930
|
|
||
Accumulated depreciation and amortization
|
(169,772
|
)
|
|
(139,814
|
)
|
||
Net investments in real estate
|
1,676,004
|
|
|
1,497,116
|
|
||
Cash and cash equivalents
|
31,004
|
|
|
35,710
|
|
||
Restricted cash
|
3,475
|
|
|
7,090
|
|
||
Senior secured loan, net
|
54,492
|
|
|
—
|
|
||
Other assets, net
|
31,529
|
|
|
27,955
|
|
||
Total assets
|
$
|
1,796,504
|
|
|
$
|
1,567,871
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Credit facility
|
$
|
19,000
|
|
|
$
|
—
|
|
Term loans payable, net
|
149,067
|
|
|
148,897
|
|
||
Senior unsecured notes, net
|
248,263
|
|
|
247,955
|
|
||
Mortgage loans payable, net
|
45,767
|
|
|
64,831
|
|
||
Security deposits
|
11,933
|
|
|
11,058
|
|
||
Intangible liabilities, net
|
23,093
|
|
|
22,361
|
|
||
Dividends payable
|
14,643
|
|
|
12,181
|
|
||
Performance share awards payable
|
12,048
|
|
|
11,824
|
|
||
Accounts payable and other liabilities
|
24,893
|
|
|
21,270
|
|
||
Total liabilities
|
548,707
|
|
|
540,377
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
||||
Equity
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Common stock: $0.01 par value, 400,000,000 shares authorized, and 61,013,711 and 55,368,737 shares issued and outstanding, respectively
|
610
|
|
|
553
|
|
||
Additional paid-in capital
|
1,233,763
|
|
|
1,023,184
|
|
||
Retained earnings
|
14,185
|
|
|
4,803
|
|
||
Accumulated other comprehensive loss
|
(761
|
)
|
|
(1,046
|
)
|
||
Total stockholders’ equity
|
1,247,797
|
|
|
1,027,494
|
|
||
Total liabilities and equity
|
$
|
1,796,504
|
|
|
$
|
1,567,871
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
REVENUES
|
|
|
|
|
|
||||||
Rental revenues
|
$
|
118,183
|
|
|
$
|
103,329
|
|
|
$
|
85,018
|
|
Tenant expense reimbursements
|
33,474
|
|
|
29,155
|
|
|
23,400
|
|
|||
Total revenues
|
151,657
|
|
|
132,484
|
|
|
108,418
|
|
|||
COSTS AND EXPENSES
|
|
|
|
|
|
||||||
Property operating expenses
|
39,988
|
|
|
35,874
|
|
|
30,325
|
|
|||
Depreciation and amortization
|
40,816
|
|
|
37,870
|
|
|
34,399
|
|
|||
General and administrative
|
21,503
|
|
|
19,681
|
|
|
19,319
|
|
|||
Acquisition costs
|
124
|
|
|
10
|
|
|
3,129
|
|
|||
Total costs and expenses
|
102,431
|
|
|
93,435
|
|
|
87,172
|
|
|||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
||||||
Interest and other income
|
3,664
|
|
|
169
|
|
|
24
|
|
|||
Interest expense, including amortization
|
(18,211
|
)
|
|
(16,777
|
)
|
|
(13,053
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(239
|
)
|
|||
Gain on sales of real estate investments
|
28,610
|
|
|
30,654
|
|
|
7,140
|
|
|||
Total other income (expense)
|
14,063
|
|
|
14,046
|
|
|
(6,128
|
)
|
|||
Net income
|
63,289
|
|
|
53,095
|
|
|
15,118
|
|
|||
Redemption of preferred stock
|
—
|
|
|
(1,767
|
)
|
|
—
|
|
|||
Preferred stock dividends
|
—
|
|
|
(1,961
|
)
|
|
(3,565
|
)
|
|||
Net income, net of redemption of preferred stock and preferred stock dividends
|
63,289
|
|
|
49,367
|
|
|
11,553
|
|
|||
Allocation to participating securities
|
(401
|
)
|
|
(352
|
)
|
|
(95
|
)
|
|||
Net income available to common stockholders, net of redemption of preferred stock and preferred stock dividends
|
$
|
62,888
|
|
|
$
|
49,015
|
|
|
$
|
11,458
|
|
EARNINGS PER COMMON SHARE – BASIC AND DILUTED:
|
|
|
|
|
|
||||||
Net income available to common stockholders, net of redemption of preferred stock and preferred stock dividends
|
$
|
1.09
|
|
|
$
|
0.95
|
|
|
$
|
0.26
|
|
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
|
57,486,399
|
|
|
51,357,719
|
|
|
44,725,936
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
63,289
|
|
|
$
|
53,095
|
|
|
$
|
15,118
|
|
Other comprehensive income (loss): cash flow hedge adjustment
|
285
|
|
|
(148
|
)
|
|
(102
|
)
|
|||
Comprehensive income
|
$
|
63,574
|
|
|
$
|
52,947
|
|
|
$
|
15,016
|
|
|
Preferred
Stock
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Total
|
|||||||||||||||
|
Number of
Shares
|
|
Amount
|
|
||||||||||||||||||||||
Balance as of December 31, 2015
|
$
|
46,000
|
|
|
43,310,272
|
|
|
$
|
430
|
|
|
$
|
687,448
|
|
|
$
|
—
|
|
|
$
|
(796
|
)
|
|
$
|
733,082
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,118
|
|
|
—
|
|
|
15,118
|
|
||||||
Issuance of common stock, net of issuance costs of $2,813
|
—
|
|
|
4,139,224
|
|
|
44
|
|
|
101,417
|
|
|
—
|
|
|
—
|
|
|
101,461
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(67,928
|
)
|
|
—
|
|
|
(1,551
|
)
|
|
—
|
|
|
—
|
|
|
(1,551
|
)
|
||||||
Issuance of restricted stock
|
—
|
|
|
32,797
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,231
|
|
|
—
|
|
|
—
|
|
|
2,231
|
|
||||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,316
|
)
|
|
(11,553
|
)
|
|
—
|
|
|
(34,869
|
)
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,565
|
)
|
|
—
|
|
|
(3,565
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
|
(102
|
)
|
||||||
Balance as of December 31, 2016
|
46,000
|
|
|
47,414,365
|
|
|
474
|
|
|
766,229
|
|
|
—
|
|
|
(898
|
)
|
|
811,805
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,095
|
|
|
—
|
|
|
53,095
|
|
||||||
Issuance of common stock, net of issuance costs of $4,202
|
—
|
|
|
8,066,150
|
|
|
79
|
|
|
256,645
|
|
|
—
|
|
|
—
|
|
|
256,724
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(144,025
|
)
|
|
—
|
|
|
(3,436
|
)
|
|
—
|
|
|
—
|
|
|
(3,436
|
)
|
||||||
Redemption of preferred stock
|
(46,000
|
)
|
|
—
|
|
|
—
|
|
|
1,729
|
|
|
(1,767
|
)
|
|
—
|
|
|
(46,038
|
)
|
||||||
Issuance of restricted stock
|
—
|
|
|
32,247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,017
|
|
|
—
|
|
|
—
|
|
|
2,017
|
|
||||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,564
|
)
|
|
—
|
|
|
(44,564
|
)
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,961
|
)
|
|
—
|
|
|
(1,961
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
(148
|
)
|
||||||
Balance as of December 31, 2017
|
—
|
|
|
55,368,737
|
|
|
553
|
|
|
1,023,184
|
|
|
4,803
|
|
|
(1,046
|
)
|
|
1,027,494
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,289
|
|
|
—
|
|
|
63,289
|
|
||||||
Issuance of common stock, net of issuance costs of $3,489
|
—
|
|
|
5,698,326
|
|
|
57
|
|
|
212,164
|
|
|
—
|
|
|
—
|
|
|
212,221
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(107,267
|
)
|
|
—
|
|
|
(3,870
|
)
|
|
—
|
|
|
—
|
|
|
(3,870
|
)
|
||||||
Issuance of restricted stock
|
—
|
|
|
53,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,285
|
|
|
—
|
|
|
—
|
|
|
2,285
|
|
||||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,907
|
)
|
|
—
|
|
|
(53,907
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285
|
|
|
285
|
|
||||||
Balance as of December 31, 2018
|
$
|
—
|
|
|
61,013,711
|
|
|
$
|
610
|
|
|
$
|
1,233,763
|
|
|
$
|
14,185
|
|
|
$
|
(761
|
)
|
|
$
|
1,247,797
|
|
Cash paid for interest, net of capitalized interest
|
$
|
19,787
|
|
|
$
|
13,839
|
|
|
$
|
11,888
|
|
Supplemental disclosures of non-cash transactions
|
|
|
|
|
|
||||||
Accounts payable related to capital improvements
|
$
|
10,712
|
|
|
$
|
6,996
|
|
|
$
|
7,955
|
|
Redemption of preferred stock
|
—
|
|
|
1,729
|
|
|
—
|
|
|||
Reconciliation of cash paid for property acquisitions
|
|
|
|
|
|
||||||
Acquisition of properties
|
$
|
227,058
|
|
|
$
|
319,666
|
|
|
$
|
130,944
|
|
Assumption of other assets and liabilities
|
(5,252
|
)
|
|
(22,557
|
)
|
|
(2,449
|
)
|
|||
Net cash paid for property acquisitions
|
$
|
221,806
|
|
|
$
|
297,109
|
|
|
$
|
128,495
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
In-place leases
|
$
|
75,101
|
|
|
$
|
(51,239
|
)
|
|
$
|
23,862
|
|
|
$
|
71,502
|
|
|
$
|
(45,885
|
)
|
|
$
|
25,617
|
|
Above-market leases
|
4,169
|
|
|
(3,610
|
)
|
|
559
|
|
|
4,527
|
|
|
(3,695
|
)
|
|
832
|
|
||||||
Below-market leases
|
(34,485
|
)
|
|
11,392
|
|
|
(23,093
|
)
|
|
(30,386
|
)
|
|
8,025
|
|
|
(22,361
|
)
|
||||||
Total
|
$
|
44,785
|
|
|
$
|
(43,457
|
)
|
|
$
|
1,328
|
|
|
$
|
45,643
|
|
|
$
|
(41,555
|
)
|
|
$
|
4,088
|
|
2019
|
$
|
5,104
|
|
2020
|
2,451
|
|
|
2021
|
1,667
|
|
|
2022
|
855
|
|
|
2023
|
159
|
|
|
Thereafter
|
(8,908
|
)
|
|
Total
|
$
|
1,328
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning
|
|
|
|
|
|
||||||
Cash and cash equivalents at beginning of year
|
$
|
35,710
|
|
|
$
|
14,208
|
|
|
$
|
22,450
|
|
Restricted cash
|
7,090
|
|
|
4,270
|
|
|
2,658
|
|
|||
Cash and cash equivalents and restricted cash
|
42,800
|
|
|
18,478
|
|
|
25,108
|
|
|||
Ending
|
|
|
|
|
|
||||||
Cash and cash equivalents at end of year
|
31,004
|
|
|
35,710
|
|
|
14,208
|
|
|||
Restricted cash
|
3,475
|
|
|
7,090
|
|
|
4,270
|
|
|||
Cash and cash equivalents and restricted cash
|
34,479
|
|
|
42,800
|
|
|
18,478
|
|
|||
Net (decrease) increase in cash and cash equivalents and restricted cash
|
$
|
(8,321
|
)
|
|
$
|
24,322
|
|
|
$
|
(6,630
|
)
|
Property Name
|
|
Location
|
|
Acquisition Date
|
|
Number of
Buildings
|
|
Square Feet
|
|
Purchase Price
(in thousands)
1
|
||||
Vermont
|
|
Torrance, CA
|
|
January 31, 2018
|
|
1
|
|
|
99,629
|
|
|
$
|
17,500
|
|
Woodside
|
|
Queens, NY
|
|
March 6, 2018
|
|
1
|
|
|
83,294
|
|
|
25,170
|
|
|
1st Avenue South
|
|
Seattle, WA
|
|
March 6, 2018
|
|
1
|
|
|
234,720
|
|
|
42,000
|
|
|
Wicks Blvd
|
|
San Leandro, CA
|
|
April 27, 2018
|
|
1
|
|
|
11,300
|
|
|
2,600
|
|
|
85 Doremus
2
|
|
Newark, NJ
|
|
May 7, 2018
|
|
—
|
|
|
—
|
|
|
6,300
|
|
|
East Valley
|
|
Renton, WA
|
|
May 7, 2018
|
|
1
|
|
|
39,005
|
|
|
5,950
|
|
|
Merced
3
|
|
San Leandro, CA
|
|
August 2, 2018
|
|
4
|
|
|
225,344
|
|
|
36,000
|
|
|
San Clemente
|
|
Hayward, CA
|
|
September 7, 2018
|
|
1
|
|
|
54,000
|
|
|
9,000
|
|
|
Whitney
4
|
|
San Leandro, CA
|
|
September 17, 2018
|
|
3
|
|
|
128,073
|
|
|
22,790
|
|
|
Commerce
|
|
Carlstadt, NJ
|
|
October 17, 2018
|
|
1
|
|
|
24,000
|
|
|
3,480
|
|
|
Kent 192
5
|
|
Seattle, WA
|
|
October 24, 2018
|
|
—
|
|
|
—
|
|
|
12,434
|
|
|
6th Ave
|
|
Seattle, WA
|
|
October 31, 2018
|
|
1
|
|
|
50,270
|
|
|
12,558
|
|
|
Walnut II
|
|
Compton, CA
|
|
November 7, 2018
|
|
1
|
|
|
60,040
|
|
|
11,108
|
|
|
Shoemaker
6
|
|
Santa Fe Springs, CA
|
|
November 14, 2018
|
|
—
|
|
|
—
|
|
|
6,400
|
|
|
Hotchkiss II
|
|
Fremont, CA
|
|
December 20, 2018
|
|
1
|
|
|
29,214
|
|
|
6,200
|
|
|
Total
|
|
|
|
|
|
17
|
|
|
1,038,889
|
|
|
$
|
219,490
|
|
1
|
Excludes intangible liabilities and assumed mortgage premiums, if any. The total aggregate investment was approximately
$227.1 million
, including
$2.9 million
in closing costs and acquisition costs.
|
2
|
Represents an improved land parcel containing approximately
3.5
acres.
|
3
|
Also includes an improved land parcel containing approximately
1.2
acres.
|
4
|
Also includes an improved land parcel containing approximately
0.2
acres.
|
5
|
Represents an improved land parcel containing approximately
12.7
acres.
|
6
|
Represents an improved land parcel containing approximately
2.3
acres.
|
Property Name
|
|
Location
|
|
Acquisition Date
|
|
Number of
Buildings
|
|
Square Feet
|
|
Purchase Price
(in thousands)
1
|
||||
Acacia
|
|
Compton, CA
|
|
January 25, 2017
|
|
1
|
|
|
45,776
|
|
|
$
|
7,103
|
|
637 S. Lucile
|
|
Seattle, WA
|
|
February 3, 2017
|
|
1
|
|
|
45,320
|
|
|
7,750
|
|
|
Lynwood
2
|
|
Lynwood, CA
|
|
April 20, 2017
|
|
3
|
|
|
477,153
|
|
|
31,378
|
|
|
West Side Ave
|
|
North Bergen, NJ
|
|
April 20, 2017
|
|
1
|
|
|
126,491
|
|
|
14,000
|
|
|
Hanford
|
|
Seattle, WA
|
|
April 21, 2017
|
|
1
|
|
|
34,983
|
|
|
5,940
|
|
|
2920 V Street
|
|
Washington, D.C.
|
|
May 10, 2017
|
|
1
|
|
|
21,666
|
|
|
3,727
|
|
|
Avenue A
|
|
Carlstadt, NJ
|
|
May 10, 2017
|
|
4
|
|
|
32,676
|
|
|
12,000
|
|
|
South Main III
|
|
Gardena, CA
|
|
June 2, 2017
|
|
1
|
|
|
114,061
|
|
|
24,700
|
|
|
Frelinghuysen
3
|
|
Newark, NJ
|
|
June 29, 2017
|
|
—
|
|
|
—
|
|
|
16,250
|
|
|
Stockton
4
|
|
Newark, NJ
|
|
June 30, 2017
|
|
—
|
|
|
—
|
|
|
13,200
|
|
|
Telegraph
|
|
Santa Fe Springs, CA
|
|
July 6, 2017
|
|
2
|
|
|
86,814
|
|
|
14,930
|
|
|
Dawson
|
|
Seattle, WA
|
|
July 7, 2017
|
|
1
|
|
|
13,176
|
|
|
4,000
|
|
|
Walnut
|
|
Compton, CA
|
|
July 21, 2017
|
|
1
|
|
|
57,520
|
|
|
9,352
|
|
|
NW 70th IV
|
|
Miami, FL
|
|
August 4, 2017
|
|
1
|
|
|
15,965
|
|
|
2,515
|
|
|
Kero Road
5
|
|
Carlstadt, NJ
|
|
September 1, 2017
|
|
2
|
|
|
43,407
|
|
|
13,500
|
|
|
Hotchkiss
|
|
Fremont, CA
|
|
September 28, 2017
|
|
1
|
|
|
40,830
|
|
|
7,275
|
|
|
104th St
|
|
Los Angeles, CA
|
|
October 19, 2017
|
|
1
|
|
|
20,055
|
|
|
4,750
|
|
|
NW 94th Ave
|
|
Doral, FL
|
|
October 23, 2017
|
|
1
|
|
|
38,430
|
|
|
6,759
|
|
|
NW 70th V
6
|
|
Miami, FL
|
|
October 30, 2017
|
|
1
|
|
|
59,400
|
|
|
8,400
|
|
|
2315 E Dominguez
7
|
|
Los Angeles, CA
|
|
November 30, 2017
|
|
—
|
|
|
—
|
|
|
12,860
|
|
|
1855 W 139th St
|
|
Carson, CA
|
|
December 15, 2017
|
|
2
|
|
|
230,891
|
|
|
37,550
|
|
|
Hawthorne
|
|
Hawthorne, CA
|
|
December 19, 2017
|
|
8
|
|
|
152,025
|
|
|
27,600
|
|
|
New Dutch
|
|
Fairfield, NJ
|
|
December 20, 2017
|
|
1
|
|
|
50,400
|
|
|
7,200
|
|
|
Total
|
|
|
|
|
|
35
|
|
|
1,707,039
|
|
|
$
|
292,739
|
|
1
|
Excludes intangible liabilities and assumed mortgage premiums, if any. The total aggregate investment was approximately
$319.7 million
, including
$5.5 million
in closing costs and acquisition costs.
|
2
|
Includes approximately
one million
square feet of land, which is
100%
ground leased on a long-term basis to
two
tenants, and contains
two
industrial distribution buildings and
one
rail transshipment facility.
|
3
|
Represents an improved land parcel containing approximately
10.6
acres.
|
4
|
Represents an improved land parcel containing approximately
7.2
acres.
|
5
|
Also includes an improved land parcel containing approximately
1.1
acres.
|
6
|
Also includes an improved land parcel containing approximately
0.9
acres.
|
7
|
Represents an improved land parcel containing approximately
5.4
acres.
|
|
|
For the Year Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(Unaudited)
|
||||||
Total revenues
|
|
$
|
156,484
|
|
|
$
|
142,065
|
|
Net income available to common stockholders, net of redemption of preferred stock and preferred stock dividends
|
|
64,299
|
|
|
51,905
|
|
||
Basic and diluted net income available to common stockholders per share, net of redemption of preferred stock and preferred stock dividends
|
|
$
|
1.12
|
|
|
$
|
1.01
|
|
|
Credit
Facility
|
|
Term
Loans
|
|
Senior
Unsecured
Notes
|
|
Mortgage
Loans
Payable
|
|
Total Debt
|
||||||||||
2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,514
|
|
|
$
|
1,514
|
|
2020
|
—
|
|
|
—
|
|
|
—
|
|
|
33,077
|
|
|
33,077
|
|
|||||
2021
|
—
|
|
|
50,000
|
|
|
—
|
|
|
11,271
|
|
|
61,271
|
|
|||||
2022
|
19,000
|
|
|
100,000
|
|
|
50,000
|
|
|
—
|
|
|
169,000
|
|
|||||
2023
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Thereafter
|
—
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
200,000
|
|
|||||
Subtotal
|
19,000
|
|
|
150,000
|
|
|
250,000
|
|
|
45,862
|
|
|
464,862
|
|
|||||
Unamortized net premiums
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Debt
|
19,000
|
|
|
150,000
|
|
|
250,000
|
|
|
45,862
|
|
|
464,862
|
|
|||||
Deferred financing costs, net
|
—
|
|
|
(933
|
)
|
|
(1,737
|
)
|
|
(95
|
)
|
|
(2,765
|
)
|
|||||
Total Debt, net
|
$
|
19,000
|
|
|
$
|
149,067
|
|
|
$
|
248,263
|
|
|
$
|
45,767
|
|
|
$
|
462,097
|
|
Weighted Average Interest Rate
|
3.6
|
%
|
|
3.6
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
|
3.9
|
%
|
2019
|
$
|
116,270
|
|
2020
|
103,428
|
|
|
2021
|
88,251
|
|
|
2022
|
71,541
|
|
|
2023
|
52,089
|
|
|
Thereafter
|
152,890
|
|
|
Total
|
$
|
584,469
|
|
|
Effective
Date
|
|
Maturity
Date
|
|
Interest
Rate
Strike
|
|
Fair Value
|
|
Notional Amount
|
|||||||||||||
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||
Derivative Instrument
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest Rate Cap
|
12/1/2014
|
|
5/4/2021
|
|
4.0
|
%
|
|
$
|
25
|
|
|
$
|
26
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
Interest Rate Cap
|
9/1/2015
|
|
4/1/2019
|
|
4.0
|
%
|
|
—
|
|
|
1
|
|
|
50,000
|
|
|
50,000
|
|
||||
Interest Rate Cap
|
9/1/2015
|
|
2/3/2020
|
|
4.0
|
%
|
|
1
|
|
|
3
|
|
|
50,000
|
|
|
50,000
|
|
||||
Total
|
|
|
|
|
|
|
$
|
26
|
|
|
$
|
30
|
|
|
$
|
150,000
|
|
|
$
|
150,000
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest rate caps in cash flow hedging relationships:
|
|
|
|
|
|
||||||
Amount of gain recognized in AOCI on derivatives (effective portion)
|
$
|
289
|
|
|
$
|
103
|
|
|
$
|
—
|
|
Amount of gain reclassified from AOCI into interest expense (effective portion)
|
$
|
289
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
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)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Interest rate caps at:
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
December 31, 2017
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
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)
|
|
Carrying Value
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior Secured Loan at:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
$
|
55,000
|
|
|
$
|
—
|
|
|
$
|
55,000
|
|
|
$
|
—
|
|
|
$
|
54,492
|
|
December 31, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt at:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
$
|
455,159
|
|
|
$
|
—
|
|
|
$
|
455,159
|
|
|
$
|
—
|
|
|
$
|
462,097
|
|
December 31, 2017
|
$
|
459,048
|
|
|
$
|
—
|
|
|
$
|
459,048
|
|
|
$
|
—
|
|
|
$
|
461,683
|
|
|
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Non-vested shares outstanding as of December 31, 2015
|
403,468
|
|
|
$
|
20.08
|
|
Granted
|
32,797
|
|
|
21.50
|
|
|
Forfeited
|
(16,489
|
)
|
|
17.53
|
|
|
Vested
|
(24,495
|
)
|
|
17.26
|
|
|
Non-vested shares outstanding as of December 31, 2016
|
395,281
|
|
|
20.48
|
|
|
Granted
|
32,247
|
|
|
26.52
|
|
|
Forfeited
|
(50,008
|
)
|
|
21.60
|
|
|
Vested
|
(20,337
|
)
|
|
18.06
|
|
|
Non-vested shares outstanding as of December 31, 2017
|
357,183
|
|
|
21.01
|
|
|
Granted
|
53,915
|
|
|
34.63
|
|
|
Forfeited
|
(11,830
|
)
|
|
20.30
|
|
|
Vested
|
(15,338
|
)
|
|
20.21
|
|
|
Non-vested shares outstanding as of December 31, 2018
|
383,930
|
|
|
$
|
22.98
|
|
|
|
Fair Value
|
|
Accrual
|
|
Expense
|
||||||||||||||
|
|
For the Year Ended December 31, 2018
|
||||||||||||||||||
Performance Share Period
|
|
December 31, 2018
|
|
December 31, 2018
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
January 1, 2018 - December 31, 2020
|
|
$
|
3,409
|
|
|
$
|
1,135
|
|
|
$
|
1,135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
January 1, 2017 - December 31, 2019
|
|
6,109
|
|
|
4,073
|
|
|
2,540
|
|
|
1,532
|
|
|
—
|
|
|||||
January 1, 2016 - December 31, 2018
1
|
|
6,840
|
|
|
6,840
|
|
|
3,388
|
|
|
2,189
|
|
|
1,262
|
|
|||||
January 1, 2015 - December 31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,994
|
|
|
2,589
|
|
|||||
January 1, 2014 - December 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,471
|
|
|||||
Total
|
|
$
|
16,358
|
|
|
$
|
12,048
|
|
|
$
|
7,063
|
|
|
$
|
6,715
|
|
|
$
|
7,322
|
|
1
|
Subsequent to December 31, 2018, the compensation committee determined that approximately
$6.8 million
was earned under the Long-Term Incentive Plan with respect to the performance period that ended on December 31, 2018 and a total of
196,087
shares of common stock were issued to the executives.
|
For the Three
Months Ended
|
|
Security
|
|
Dividend
per Share
|
|
Declaration Date
|
|
Record Date
|
|
Date Paid
|
||
March 31, 2018
|
|
Common stock
|
|
$
|
0.22
|
|
|
February 6, 2018
|
|
March 28, 2018
|
|
April 12, 2018
|
June 30, 2018
|
|
Common stock
|
|
$
|
0.22
|
|
|
May 1, 2018
|
|
July 6, 2018
|
|
July 20, 2018
|
September 30, 2018
|
|
Common stock
|
|
$
|
0.24
|
|
|
August 1, 2018
|
|
October 5, 2018
|
|
October 19, 2018
|
December 31, 2018
|
|
Common stock
|
|
$
|
0.24
|
|
|
October 31, 2018
|
|
December 18, 2018
|
|
January 11, 2019
|
For the Three
Months Ended
|
|
Security
|
|
Dividend
per Share
|
|
Declaration Date
|
|
Record Date
|
|
Date Paid
|
||
March 31, 2017
|
|
Common stock
|
|
$
|
0.200000
|
|
|
February 7, 2017
|
|
March 28, 2017
|
|
April 12, 2017
|
March 31, 2017
|
|
Preferred stock
|
|
$
|
0.484375
|
|
|
February 7, 2017
|
|
March 10, 2017
|
|
March 31, 2017
|
June 30, 2017
|
|
Common stock
|
|
$
|
0.200000
|
|
|
May 2, 2017
|
|
July 7, 2017
|
|
July 21, 2017
|
June 30, 2017
|
|
Preferred stock
|
|
$
|
0.484375
|
|
|
May 2, 2017
|
|
June 9, 2017
|
|
June 30, 2017
|
September 30, 2017
|
|
Common stock
|
|
$
|
0.220000
|
|
|
August 1, 2017
|
|
October 6, 2017
|
|
October 21, 2017
|
December 31, 2017
|
|
Common stock
|
|
$
|
0.220000
|
|
|
October 31, 2017
|
|
December 29, 2017
|
|
January 12, 2018
|
|
2018 Quarter Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
(in thousands, except share and per share data)
|
||||||||||||||
Total revenues
|
$
|
37,107
|
|
|
$
|
37,238
|
|
|
$
|
37,899
|
|
|
$
|
39,413
|
|
Total costs and expenses
|
(25,708
|
)
|
|
(25,099
|
)
|
|
(24,712
|
)
|
|
(26,912
|
)
|
||||
Total other income and (expenses)
|
(1,342
|
)
|
|
7,998
|
|
|
(3,065
|
)
|
|
10,471
|
|
||||
Net income
|
10,057
|
|
|
20,137
|
|
|
10,122
|
|
|
22,972
|
|
||||
Net income available to common stockholders, net of redemption of preferred stock and preferred stock dividends
|
$
|
9,992
|
|
|
$
|
20,012
|
|
|
$
|
10,056
|
|
|
$
|
22,827
|
|
Earnings per Common Share – Basic and Diluted:
|
|
|
|
|
|
|
|
||||||||
Net income available to common stockholders, net of redemption of preferred stock and preferred stock dividends
1
|
$
|
0.18
|
|
|
$
|
0.35
|
|
|
$
|
0.17
|
|
|
$
|
0.38
|
|
Basic and Diluted Weighted Average Common Shares Outstanding
|
55,127,580
|
|
|
56,698,959
|
|
|
58,369,252
|
|
|
59,689,965
|
|
|
2017 Quarter Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
(in thousands, except share and per share data)
|
||||||||||||||
Total revenues
|
$
|
31,441
|
|
|
$
|
32,778
|
|
|
$
|
33,640
|
|
|
$
|
34,625
|
|
Total costs and expenses
|
(21,911
|
)
|
|
(23,568
|
)
|
|
(23,659
|
)
|
|
(24,297
|
)
|
||||
Total other income and (expenses)
|
(3,731
|
)
|
|
6,317
|
|
|
10,952
|
|
|
508
|
|
||||
Net income
|
5,799
|
|
|
15,527
|
|
|
20,933
|
|
|
10,836
|
|
||||
Net income available to common stockholders, net of redemption of preferred stock and preferred stock dividends
|
$
|
4,874
|
|
|
$
|
14,529
|
|
|
$
|
18,852
|
|
|
$
|
10,761
|
|
Earnings per Common Share – Basic and Diluted:
|
|
|
|
|
|
|
|
||||||||
Net income available to common stockholders, net of redemption of preferred stock and preferred stock dividends
1
|
$
|
0.10
|
|
|
$
|
0.29
|
|
|
$
|
0.36
|
|
|
$
|
0.20
|
|
Basic and Diluted Weighted Average Common Shares Outstanding
|
47,645,321
|
|
|
50,325,668
|
|
|
52,804,611
|
|
|
54,563,353
|
|
1
|
The above quarterly income per share calculations are based on the weighted average number of common shares outstanding during each quarter. The income per share calculation for the years ended
December 31, 2018
and
2017
in the consolidated statements of operations is based on the weighted average number of common shares outstanding for the years ended
December 31, 2018
and
2017
. The sum of the quarterly financial data may vary from the years ended
December 31, 2018
and
2017
data due to rounding.
|
Market
|
Number of
Buildings
|
|
Square Feet
|
|
Purchase Price
(in thousands)
|
|
Assumed Debt
(in thousands)
|
||||||
Los Angeles
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Northern New Jersey/New York City
1
|
1
|
|
|
17,851
|
|
|
49,017
|
|
|
—
|
|
||
San Francisco Bay Area
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Seattle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Miami
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Washington, D.C.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
1
|
|
|
17,851
|
|
|
$
|
49,017
|
|
|
$
|
—
|
|
1
|
Includes
one
improved land parcel containing approximately
16.8
acres.
|
|
|
|
|
|
|
|
|
|
Initial Cost
to Company
|
|
Costs
Capitalized
Subsequent
to
Acquisition
|
|
Gross Amount Carried
at December 31, 2018
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
No. of
Bldgs.
|
|
Location
|
|
Encumbrances
|
|
Land
|
|
Buildings &
Improvements
|
|
Land
|
|
Buildings &
Improvements
|
|
Total
|
|
Accumulated
Depreciation |
|
Year
Acquired
|
|
Year
Constructed
|
||||||||||||||||||||
Los Angeles
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
104th Street
|
|
1
|
|
|
Los Angeles, CA
|
|
$
|
—
|
|
|
$
|
3,701
|
|
|
$
|
976
|
|
|
$
|
—
|
|
|
$
|
3,701
|
|
|
$
|
976
|
|
|
$
|
4,677
|
|
|
$
|
32
|
|
|
2017
|
|
1951
|
|
139th Street
|
|
2
|
|
|
Carson, CA
|
|
—
|
|
|
21,236
|
|
|
15,783
|
|
|
2
|
|
|
21,236
|
|
|
15,785
|
|
|
37,021
|
|
|
432
|
|
|
2017
|
|
1965/2003
|
|
||||||||
630 Glasgow
|
|
1
|
|
|
Inglewood, CA
|
|
—
|
|
|
2,245
|
|
|
1,855
|
|
|
400
|
|
|
2,245
|
|
|
2,255
|
|
|
4,500
|
|
|
578
|
|
|
2011
|
|
1988
|
|
||||||||
747 Glasgow
|
|
1
|
|
|
Inglewood, CA
|
|
—
|
|
|
1,759
|
|
|
1,555
|
|
|
225
|
|
|
1,759
|
|
|
1,780
|
|
|
3,539
|
|
|
292
|
|
|
2014
|
|
1981
|
|
||||||||
14611 Broadway
|
|
1
|
|
|
Gardena, CA
|
|
—
|
|
|
4,757
|
|
|
1,243
|
|
|
974
|
|
|
4,757
|
|
|
2,217
|
|
|
6,974
|
|
|
767
|
|
|
2013
|
|
1962
|
|
||||||||
19601 Hamilton
|
|
1
|
|
|
Torrance, CA
|
|
—
|
|
|
7,409
|
|
|
4,072
|
|
|
744
|
|
|
7,409
|
|
|
4,816
|
|
|
12,225
|
|
|
935
|
|
|
2011
|
|
1985
|
|
||||||||
709 Hindry
|
|
1
|
|
|
Inglewood, CA
|
|
—
|
|
|
2,105
|
|
|
2,972
|
|
|
168
|
|
|
2,105
|
|
|
3,140
|
|
|
5,245
|
|
|
187
|
|
|
2016
|
|
1984
|
|
||||||||
Acacia
|
|
1
|
|
|
Compton, CA
|
|
—
|
|
|
5,143
|
|
|
1,985
|
|
|
625
|
|
|
5,143
|
|
|
2,610
|
|
|
7,753
|
|
|
295
|
|
|
2017
|
|
1972
|
|
||||||||
California
|
|
1
|
|
|
Corona, CA
|
|
—
|
|
|
3,225
|
|
|
4,416
|
|
|
464
|
|
|
3,225
|
|
|
4,880
|
|
|
8,105
|
|
|
648
|
|
|
2014
|
|
1994
|
|
||||||||
Dominguez
|
|
—
|
|
|
Los Angeles, CA
|
|
—
|
|
|
11,370
|
|
|
1,535
|
|
|
55
|
|
|
11,370
|
|
|
1,590
|
|
|
12,960
|
|
|
76
|
|
|
2017
|
|
—
|
|
||||||||
Garfield
|
|
5
|
|
|
Commerce, CA
|
|
22,040
|
|
|
27,539
|
|
|
22,694
|
|
|
3,612
|
|
|
27,539
|
|
|
26,306
|
|
|
53,845
|
|
|
6,257
|
|
|
2012
|
|
2002
|
|
||||||||
Hawthorne
|
|
8
|
|
|
Hawthorne, CA
|
|
—
|
|
|
17,226
|
|
|
10,069
|
|
|
1,264
|
|
|
17,226
|
|
|
11,333
|
|
|
28,559
|
|
|
323
|
|
|
2017
|
|
1952/1986
|
|
||||||||
Las Hermanas
|
|
1
|
|
|
Compton, CA
|
|
—
|
|
|
3,330
|
|
|
751
|
|
|
221
|
|
|
3,330
|
|
|
972
|
|
|
4,302
|
|
|
198
|
|
|
2014
|
|
1970
|
|
||||||||
Lynwood
|
|
3
|
|
|
Lynwood, CA
|
|
—
|
|
|
43,885
|
|
|
—
|
|
|
—
|
|
|
43,885
|
|
|
—
|
|
|
43,885
|
|
|
—
|
|
|
2017
|
|
1988
|
|
||||||||
Manhattan Beach
|
|
1
|
|
|
Redondo Beach, CA
|
|
—
|
|
|
7,874
|
|
|
5,641
|
|
|
443
|
|
|
7,874
|
|
|
6,084
|
|
|
13,958
|
|
|
1,118
|
|
|
2012
|
|
1963/1970
|
|
||||||||
Shoemaker
|
|
—
|
|
|
Santa Fe Springs, CA
|
|
—
|
|
|
4,759
|
|
|
1,099
|
|
|
—
|
|
|
4,759
|
|
|
1,099
|
|
|
5,858
|
|
|
5
|
|
|
2018
|
|
1986/1997
|
|
||||||||
South Main
|
|
2
|
|
|
Carson, CA
|
|
—
|
|
|
16,371
|
|
|
7,045
|
|
|
17,028
|
|
|
16,371
|
|
|
24,073
|
|
|
40,444
|
|
|
5,462
|
|
|
2012/2014
|
|
2016
|
|
||||||||
South Main III
|
|
1
|
|
|
Gardena, CA
|
|
—
|
|
|
11,521
|
|
|
12,467
|
|
|
—
|
|
|
11,521
|
|
|
12,467
|
|
|
23,988
|
|
|
515
|
|
|
2017
|
|
2016
|
|
||||||||
Telegraph Springs
|
|
2
|
|
|
Santa Fe Springs, CA
|
|
—
|
|
|
7,063
|
|
|
7,236
|
|
|
160
|
|
|
7,063
|
|
|
7,396
|
|
|
14,459
|
|
|
295
|
|
|
2017
|
|
2007
|
|
||||||||
Vermont
|
|
1
|
|
|
Torrance, CA
|
|
—
|
|
|
10,173
|
|
|
7,105
|
|
|
—
|
|
|
10,173
|
|
|
7,105
|
|
|
17,278
|
|
|
178
|
|
|
2018
|
|
1978
|
|
||||||||
1215 Walnut
|
|
1
|
|
|
Compton, CA
|
|
—
|
|
|
6,130
|
|
|
2,522
|
|
|
10
|
|
|
6,130
|
|
|
2,532
|
|
|
8,662
|
|
|
103
|
|
|
2017
|
|
1969/1990
|
|
||||||||
Walnut II
|
|
1
|
|
|
Compton, CA
|
|
—
|
|
|
6,097
|
|
|
5,069
|
|
|
39
|
|
|
6,097
|
|
|
5,108
|
|
|
11,205
|
|
|
16
|
|
|
2018
|
|
1969
|
|
||||||||
Northern New Jersey/
New York City
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
1 Dodge Drive
|
|
1
|
|
|
West Caldwell, NJ
|
|
—
|
|
|
3,819
|
|
|
2,982
|
|
|
1,439
|
|
|
3,819
|
|
|
4,421
|
|
|
8,240
|
|
|
1,183
|
|
|
2013
|
|
1985
|
|
||||||||
17 Madison
|
|
1
|
|
|
Fairfield, NJ
|
|
—
|
|
|
974
|
|
|
1,647
|
|
|
468
|
|
|
974
|
|
|
2,115
|
|
|
3,089
|
|
|
480
|
|
|
2013
|
|
1979
|
|
||||||||
20 Pulaski
|
|
1
|
|
|
Bayonne, NJ
|
|
—
|
|
|
4,003
|
|
|
4,946
|
|
|
1,207
|
|
|
4,003
|
|
|
6,153
|
|
|
10,156
|
|
|
987
|
|
|
2014
|
|
1965
|
|
||||||||
22 Madison
|
|
1
|
|
|
Fairfield, NJ
|
|
—
|
|
|
1,365
|
|
|
1,607
|
|
|
104
|
|
|
1,365
|
|
|
1,711
|
|
|
3,076
|
|
|
175
|
|
|
2015
|
|
1979
|
|
||||||||
50 Kero
|
|
2
|
|
|
Carlstadt, NJ
|
|
—
|
|
|
10,343
|
|
|
3,876
|
|
|
2,517
|
|
|
10,343
|
|
|
6,393
|
|
|
16,736
|
|
|
194
|
|
|
2017
|
|
1970
|
|
||||||||
74th North Bergen
|
|
1
|
|
|
North Bergen, NJ
|
|
—
|
|
|
2,933
|
|
|
1,817
|
|
|
353
|
|
|
2,933
|
|
|
2,170
|
|
|
5,103
|
|
|
163
|
|
|
2016
|
|
1973
|
|
||||||||
85 Doremus
|
|
—
|
|
|
Newark, NJ
|
|
—
|
|
|
5,918
|
|
|
513
|
|
|
—
|
|
|
5,918
|
|
|
513
|
|
|
6,431
|
|
|
11
|
|
|
2018
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Initial Cost
to Company
|
|
Costs
Capitalized
Subsequent
to
Acquisition
|
|
Gross Amount Carried
at December 31, 2018
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
No. of
Bldgs.
|
|
Location
|
|
Encumbrances
|
|
Land
|
|
Buildings &
Improvements
|
|
Land
|
|
Buildings &
Improvements
|
|
Total
|
|
Accumulated
Depreciation |
|
Year
Acquired
|
|
Year
Constructed
|
||||||||||||||||||||
341 Michele
|
|
1
|
|
|
Carlstadt, NJ
|
|
—
|
|
|
2,372
|
|
|
4,798
|
|
|
640
|
|
|
2,372
|
|
|
5,438
|
|
|
7,810
|
|
|
806
|
|
|
2013
|
|
1973
|
|
||||||||
422 Frelinghuysen
|
|
—
|
|
|
Newark, NJ
|
|
—
|
|
|
16,728
|
|
|
—
|
|
|
3,253
|
|
|
16,728
|
|
|
3,253
|
|
|
19,981
|
|
|
34
|
|
|
2017
|
|
—
|
|
||||||||
465 Meadow
|
|
1
|
|
|
Carlstadt, NJ
|
|
—
|
|
|
713
|
|
|
1,618
|
|
|
229
|
|
|
713
|
|
|
1,847
|
|
|
2,560
|
|
|
300
|
|
|
2013
|
|
1972
|
|
||||||||
550 Delancy
|
|
1
|
|
|
Newark, NJ
|
|
—
|
|
|
9,230
|
|
|
4,855
|
|
|
1,970
|
|
|
9,230
|
|
|
6,825
|
|
|
16,055
|
|
|
928
|
|
|
2013
|
|
1987
|
|
||||||||
620 Division
|
|
1
|
|
|
Elizabeth, NJ
|
|
—
|
|
|
6,491
|
|
|
3,568
|
|
|
3,130
|
|
|
6,491
|
|
|
6,698
|
|
|
13,189
|
|
|
2,406
|
|
|
2011
|
|
1980
|
|
||||||||
7777 West Side
|
|
1
|
|
|
North Bergen, NJ
|
|
—
|
|
|
4,525
|
|
|
8,856
|
|
|
—
|
|
|
4,525
|
|
|
8,856
|
|
|
13,381
|
|
|
389
|
|
|
2017
|
|
1967
|
|
||||||||
900 Hart
|
|
1
|
|
|
Piscataway, NJ
|
|
—
|
|
|
3,202
|
|
|
3,866
|
|
|
1,200
|
|
|
3,202
|
|
|
5,066
|
|
|
8,268
|
|
|
679
|
|
|
2014
|
|
1983
|
|
||||||||
901 North
|
|
—
|
|
|
Elizabeth, NJ
|
|
—
|
|
|
8,035
|
|
|
913
|
|
|
829
|
|
|
8,035
|
|
|
1,742
|
|
|
9,777
|
|
|
249
|
|
|
2016
|
|
2016
|
|
||||||||
Avenue A
|
|
4
|
|
|
Carlstadt, NJ
|
|
—
|
|
|
7,516
|
|
|
4,660
|
|
|
262
|
|
|
7,516
|
|
|
4,922
|
|
|
12,438
|
|
|
286
|
|
|
2017
|
|
1951/1957
|
|
||||||||
Belleville
|
|
1
|
|
|
Kearny, NJ
|
|
12,161
|
|
|
12,845
|
|
|
18,041
|
|
|
1,332
|
|
|
12,845
|
|
|
19,373
|
|
|
32,218
|
|
|
3,712
|
|
|
2011
|
|
2006
|
|
||||||||
Commerce
|
|
1
|
|
|
Carlstadt, NJ
|
|
—
|
|
|
1,656
|
|
|
1,544
|
|
|
111
|
|
|
1,656
|
|
|
1,655
|
|
|
3,311
|
|
|
8
|
|
|
2018
|
|
1969
|
|
||||||||
Dell
|
|
1
|
|
|
Carlstadt, NJ
|
|
—
|
|
|
6,641
|
|
|
771
|
|
|
170
|
|
|
6,641
|
|
|
941
|
|
|
7,582
|
|
|
182
|
|
|
2011
|
|
1972
|
|
||||||||
Ethel
|
|
2
|
|
|
Piscataway, NJ
|
|
—
|
|
|
2,748
|
|
|
3,801
|
|
|
1,297
|
|
|
2,748
|
|
|
5,098
|
|
|
7,846
|
|
|
985
|
|
|
2013
|
|
1981/1984
|
|
||||||||
Interstate
|
|
2
|
|
|
South Brunswick, NJ
|
|
—
|
|
|
13,686
|
|
|
12,135
|
|
|
11,103
|
|
|
13,686
|
|
|
23,238
|
|
|
36,924
|
|
|
4,691
|
|
|
2010/2013
|
|
1999/2014
|
|
||||||||
JFK Airgate
|
|
4
|
|
|
Queens, NY
|
|
—
|
|
|
18,282
|
|
|
32,933
|
|
|
4,878
|
|
|
18,282
|
|
|
37,811
|
|
|
56,093
|
|
|
5,950
|
|
|
2013
|
|
1986/1991
|
|
||||||||
Manor
|
|
1
|
|
|
East Rutherford, NJ
|
|
—
|
|
|
4,076
|
|
|
5,262
|
|
|
1,669
|
|
|
4,076
|
|
|
6,931
|
|
|
11,007
|
|
|
645
|
|
|
2015
|
|
1968
|
|
||||||||
Melanie Lane
|
|
3
|
|
|
East Hanover, NJ
|
|
—
|
|
|
5,931
|
|
|
13,178
|
|
|
2,500
|
|
|
5,931
|
|
|
15,678
|
|
|
21,609
|
|
|
2,661
|
|
|
2013
|
|
1980/1998
|
|
||||||||
Middlebrook
|
|
18
|
|
|
Bound Brook, NJ
|
|
—
|
|
|
16,442
|
|
|
10,241
|
|
|
11,069
|
|
|
16,442
|
|
|
21,310
|
|
|
37,752
|
|
|
6,785
|
|
|
2010
|
|
1958/1976
|
|
||||||||
New Dutch
|
|
1
|
|
|
Fairfield, NJ
|
|
—
|
|
|
4,773
|
|
|
2,004
|
|
|
—
|
|
|
4,773
|
|
|
2,004
|
|
|
6,777
|
|
|
82
|
|
|
2017
|
|
1976
|
|
||||||||
Paterson Plank
|
|
1
|
|
|
Carlstadt, NJ
|
|
—
|
|
|
4,127
|
|
|
455
|
|
|
88
|
|
|
4,127
|
|
|
543
|
|
|
4,670
|
|
|
45
|
|
|
2016
|
|
1998
|
|
||||||||
Schoolhouse
|
|
1
|
|
|
Somerset, NJ
|
|
—
|
|
|
2,375
|
|
|
5,705
|
|
|
283
|
|
|
2,375
|
|
|
5,988
|
|
|
8,363
|
|
|
382
|
|
|
2016
|
|
2009
|
|
||||||||
Stockton
|
|
—
|
|
|
Newark, NJ
|
|
—
|
|
|
12,327
|
|
|
1,282
|
|
|
222
|
|
|
12,327
|
|
|
1,504
|
|
|
13,831
|
|
|
150
|
|
|
2017
|
|
—
|
|
||||||||
Terminal Way
|
|
2
|
|
|
Avenel, NJ
|
|
—
|
|
|
3,537
|
|
|
3,598
|
|
|
38
|
|
|
3,537
|
|
|
3,636
|
|
|
7,173
|
|
|
400
|
|
|
2014
|
|
1950/1968
|
|
||||||||
Wilson
|
|
1
|
|
|
Newark, NJ
|
|
—
|
|
|
2,016
|
|
|
484
|
|
|
813
|
|
|
2,016
|
|
|
1,297
|
|
|
3,313
|
|
|
159
|
|
|
2016
|
|
1970
|
|
||||||||
Woodside
|
|
1
|
|
|
Queens, NY
|
|
—
|
|
|
23,987
|
|
|
3,796
|
|
|
1,557
|
|
|
23,987
|
|
|
5,353
|
|
|
29,340
|
|
|
5
|
|
|
2018
|
|
2018
|
|
||||||||
San Francisco Bay Area
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
238/242 Lawrence
|
|
2
|
|
|
South San Francisco, CA
|
|
—
|
|
|
6,674
|
|
|
2,655
|
|
|
1,494
|
|
|
6,674
|
|
|
4,149
|
|
|
10,823
|
|
|
1,199
|
|
|
2010
|
|
1986
|
|
||||||||
240 Littlefield
|
|
1
|
|
|
South San Francisco, CA
|
|
—
|
|
|
5,107
|
|
|
3,293
|
|
|
2,852
|
|
|
5,107
|
|
|
6,145
|
|
|
11,252
|
|
|
850
|
|
|
2013
|
|
2013
|
|
||||||||
299 Lawrence
|
|
1
|
|
|
South San Francisco, CA
|
|
—
|
|
|
1,352
|
|
|
1,198
|
|
|
423
|
|
|
1,352
|
|
|
1,621
|
|
|
2,973
|
|
|
549
|
|
|
2010
|
|
1968
|
|
||||||||
631 Brennan
|
|
1
|
|
|
San Jose, CA
|
|
—
|
|
|
1,932
|
|
|
2,245
|
|
|
484
|
|
|
1,932
|
|
|
2,729
|
|
|
4,661
|
|
|
582
|
|
|
2012
|
|
1975
|
|
||||||||
Ahern
|
|
2
|
|
|
Union City, CA
|
|
—
|
|
|
3,246
|
|
|
2,749
|
|
|
733
|
|
|
3,246
|
|
|
3,482
|
|
|
6,728
|
|
|
1,025
|
|
|
2010
|
|
1986
|
|
||||||||
Ahern II
|
|
1
|
|
|
Union City, CA
|
|
—
|
|
|
2,467
|
|
|
4,527
|
|
|
201
|
|
|
2,467
|
|
|
4,728
|
|
|
7,195
|
|
|
549
|
|
|
2015
|
|
1997
|
|
||||||||
Burroughs
|
|
3
|
|
|
San Leandro, CA
|
|
—
|
|
|
5,400
|
|
|
7,092
|
|
|
659
|
|
|
5,400
|
|
|
7,751
|
|
|
13,151
|
|
|
1,008
|
|
|
2014
|
|
1966
|
|
||||||||
Caribbean
|
|
3
|
|
|
Sunnyvale, CA
|
|
—
|
|
|
17,483
|
|
|
14,493
|
|
|
1,721
|
|
|
17,483
|
|
|
16,214
|
|
|
33,697
|
|
|
3,170
|
|
|
2012
|
|
1980/1981
|
|
||||||||
Carlton Court
|
|
1
|
|
|
South San Francisco, CA
|
|
—
|
|
|
2,036
|
|
|
1,475
|
|
|
162
|
|
|
2,036
|
|
|
1,637
|
|
|
3,673
|
|
|
358
|
|
|
2012
|
|
1981
|
|
||||||||
Clawiter
|
|
1
|
|
|
Hayward, CA
|
|
4,179
|
|
|
5,964
|
|
|
1,159
|
|
|
148
|
|
|
5,964
|
|
|
1,307
|
|
|
7,271
|
|
|
212
|
|
|
2011
|
|
1967
|
|
|
|
|
|
|
|
|
|
|
Initial Cost
to Company
|
|
Costs
Capitalized
Subsequent
to
Acquisition
|
|
Gross Amount Carried
at December 31, 2018
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
No. of
Bldgs.
|
|
Location
|
|
Encumbrances
|
|
Land
|
|
Buildings &
Improvements
|
|
Land
|
|
Buildings &
Improvements
|
|
Total
|
|
Accumulated
Depreciation |
|
Year
Acquired
|
|
Year
Constructed
|
||||||||||||||||||||
Hotchkiss
|
|
1
|
|
|
Fremont, CA
|
|
—
|
|
|
4,163
|
|
|
3,152
|
|
|
807
|
|
|
4,163
|
|
|
3,959
|
|
|
8,122
|
|
|
136
|
|
|
2017
|
|
1997
|
|
||||||||
Hotchkiss II
|
|
1
|
|
|
Fremont, CA
|
|
—
|
|
|
3,042
|
|
|
3,081
|
|
|
—
|
|
|
3,042
|
|
|
3,081
|
|
|
6,123
|
|
|
3
|
|
|
2018
|
|
1997
|
|
||||||||
Merced
|
|
4
|
|
|
San Leandro, CA
|
|
—
|
|
|
25,621
|
|
|
9,318
|
|
|
—
|
|
|
25,621
|
|
|
9,318
|
|
|
34,939
|
|
|
98
|
|
|
2018
|
|
1958
|
|
||||||||
221 Michele
|
|
1
|
|
|
South San Francisco, CA
|
|
—
|
|
|
2,710
|
|
|
2,540
|
|
|
659
|
|
|
2,710
|
|
|
3,199
|
|
|
5,909
|
|
|
200
|
|
|
2016
|
|
1979
|
|
||||||||
San Clemente
|
|
1
|
|
|
Hayward, CA
|
|
—
|
|
|
5,126
|
|
|
3,938
|
|
|
—
|
|
|
5,126
|
|
|
3,938
|
|
|
9,064
|
|
|
31
|
|
|
2018
|
|
1982
|
|
||||||||
West 140th
|
|
2
|
|
|
San Leandro, CA
|
|
—
|
|
|
9,578
|
|
|
6,297
|
|
|
3,745
|
|
|
9,578
|
|
|
10,042
|
|
|
19,620
|
|
|
630
|
|
|
2016
|
|
1959
|
|
||||||||
Whitney
|
|
3
|
|
|
San Leandro, CA
|
|
—
|
|
|
13,821
|
|
|
9,016
|
|
|
602
|
|
|
13,821
|
|
|
9,618
|
|
|
23,439
|
|
|
74
|
|
|
2018
|
|
1974
|
|
||||||||
Wicks
|
|
1
|
|
|
San Leandro, CA
|
|
—
|
|
|
2,224
|
|
|
298
|
|
|
—
|
|
|
2,224
|
|
|
298
|
|
|
2,522
|
|
|
6
|
|
|
2018
|
|
1976
|
|
||||||||
Central Pacific Business Park I
|
|
3
|
|
|
Union City, CA
|
|
—
|
|
|
8,468
|
|
|
14,165
|
|
|
874
|
|
|
8,468
|
|
|
15,039
|
|
|
23,507
|
|
|
1,826
|
|
|
2014
|
|
1989
|
|
||||||||
Central Pacific Business Park II
|
|
4
|
|
|
Union City, CA
|
|
—
|
|
|
13,642
|
|
|
23,658
|
|
|
5,219
|
|
|
13,642
|
|
|
28,877
|
|
|
42,519
|
|
|
3,363
|
|
|
2015
|
|
2015
|
|
||||||||
Seattle
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
79 Ave South
|
|
1
|
|
|
Kent, WA
|
|
—
|
|
|
1,267
|
|
|
1,503
|
|
|
387
|
|
|
1,267
|
|
|
1,890
|
|
|
3,157
|
|
|
327
|
|
|
2014
|
|
2000
|
|
||||||||
3401 Lind
|
|
1
|
|
|
Renton, WA
|
|
—
|
|
|
2,999
|
|
|
6,707
|
|
|
436
|
|
|
2,999
|
|
|
7,143
|
|
|
10,142
|
|
|
805
|
|
|
2014
|
|
1984/2012
|
|
||||||||
4225 2nd Avenue
|
|
1
|
|
|
Seattle, WA
|
|
—
|
|
|
4,236
|
|
|
4,049
|
|
|
2,012
|
|
|
4,236
|
|
|
6,061
|
|
|
10,297
|
|
|
574
|
|
|
2015
|
|
1957
|
|
||||||||
4930 3rd Avenue South
|
|
1
|
|
|
Seattle, WA
|
|
—
|
|
|
3,984
|
|
|
2,424
|
|
|
772
|
|
|
3,984
|
|
|
3,196
|
|
|
7,180
|
|
|
220
|
|
|
2016
|
|
1964
|
|
||||||||
17600 West Valley Highway
|
|
1
|
|
|
Tukwila, WA
|
|
—
|
|
|
3,361
|
|
|
5,260
|
|
|
1,188
|
|
|
3,361
|
|
|
6,448
|
|
|
9,809
|
|
|
1,374
|
|
|
2012
|
|
1986
|
|
||||||||
Auburn 1307
|
|
1
|
|
|
Auburn, WA
|
|
—
|
|
|
4,253
|
|
|
5,034
|
|
|
249
|
|
|
4,253
|
|
|
5,283
|
|
|
9,536
|
|
|
682
|
|
|
2014
|
|
2002
|
|
||||||||
Dawson
|
|
1
|
|
|
Seattle, WA
|
|
—
|
|
|
3,902
|
|
|
278
|
|
|
114
|
|
|
3,902
|
|
|
392
|
|
|
4,294
|
|
|
13
|
|
|
2017
|
|
1964
|
|
||||||||
Denver
|
|
1
|
|
|
Seattle, WA
|
|
—
|
|
|
3,203
|
|
|
1,345
|
|
|
480
|
|
|
3,203
|
|
|
1,825
|
|
|
5,028
|
|
|
174
|
|
|
2016
|
|
1953
|
|
||||||||
East Valley
|
|
1
|
|
|
Renton, WA
|
|
—
|
|
|
2,693
|
|
|
2,959
|
|
|
—
|
|
|
2,693
|
|
|
2,959
|
|
|
5,652
|
|
|
48
|
|
|
2018
|
|
1991
|
|
||||||||
Hanford
|
|
1
|
|
|
Seattle, WA
|
|
—
|
|
|
3,821
|
|
|
2,250
|
|
|
215
|
|
|
3,821
|
|
|
2,465
|
|
|
6,286
|
|
|
110
|
|
|
2017
|
|
1952
|
|
||||||||
Kent 188
|
|
1
|
|
|
Kent, WA
|
|
—
|
|
|
3,251
|
|
|
4,719
|
|
|
1,248
|
|
|
3,251
|
|
|
5,967
|
|
|
9,218
|
|
|
1,537
|
|
|
2010
|
|
1979
|
|
||||||||
Kent 190
|
|
1
|
|
|
Kent, WA
|
|
—
|
|
|
4,560
|
|
|
5,561
|
|
|
300
|
|
|
4,560
|
|
|
5,861
|
|
|
10,421
|
|
|
629
|
|
|
2015
|
|
1992/1999
|
|
||||||||
Kent 202
|
|
1
|
|
|
Kent, WA
|
|
—
|
|
|
5,761
|
|
|
9,114
|
|
|
2,806
|
|
|
5,761
|
|
|
11,920
|
|
|
17,681
|
|
|
1,176
|
|
|
2015
|
|
1981
|
|
||||||||
Kent 216
|
|
1
|
|
|
Kent, WA
|
|
—
|
|
|
3,672
|
|
|
5,408
|
|
|
663
|
|
|
3,672
|
|
|
6,071
|
|
|
9,743
|
|
|
911
|
|
|
2014
|
|
1996
|
|
||||||||
Kent Corporate Park
|
|
4
|
|
|
Kent, WA
|
|
—
|
|
|
5,032
|
|
|
6,916
|
|
|
1,341
|
|
|
5,032
|
|
|
8,257
|
|
|
13,289
|
|
|
946
|
|
|
2015
|
|
1980/1981
|
|
||||||||
Lucile
|
|
1
|
|
|
Seattle, WA
|
|
—
|
|
|
4,498
|
|
|
3,504
|
|
|
1,342
|
|
|
4,498
|
|
|
4,846
|
|
|
9,344
|
|
|
356
|
|
|
2017
|
|
1976
|
|
||||||||
Lund
|
|
1
|
|
|
Auburn, WA
|
|
—
|
|
|
2,573
|
|
|
4,399
|
|
|
82
|
|
|
2,573
|
|
|
4,481
|
|
|
7,054
|
|
|
339
|
|
|
2016
|
|
1999
|
|
||||||||
Olympic
|
|
1
|
|
|
Tukwila, WA
|
|
—
|
|
|
1,499
|
|
|
1,431
|
|
|
536
|
|
|
1,499
|
|
|
1,967
|
|
|
3,466
|
|
|
310
|
|
|
2015
|
|
1978
|
|
||||||||
SeaTac 8th Avenue
|
|
1
|
|
|
Burien, WA
|
|
—
|
|
|
2,501
|
|
|
4,020
|
|
|
617
|
|
|
2,501
|
|
|
4,637
|
|
|
7,138
|
|
|
943
|
|
|
2013
|
|
1988
|
|
||||||||
SW 34th
|
|
1
|
|
|
Renton, WA
|
|
—
|
|
|
2,912
|
|
|
3,289
|
|
|
498
|
|
|
2,912
|
|
|
3,787
|
|
|
6,699
|
|
|
489
|
|
|
2014
|
|
1996/2010
|
|
||||||||
Valley Corporate
|
|
2
|
|
|
Kent, WA
|
|
7,482
|
|
|
5,264
|
|
|
9,096
|
|
|
1,779
|
|
|
5,264
|
|
|
10,875
|
|
|
16,139
|
|
|
2,135
|
|
|
2011
|
|
1987
|
|
||||||||
Miami
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
26th Street
|
|
1
|
|
|
Miami, FL
|
|
—
|
|
|
3,444
|
|
|
4,558
|
|
|
672
|
|
|
3,444
|
|
|
5,230
|
|
|
8,674
|
|
|
777
|
|
|
2012
|
|
1973
|
|
||||||||
48th Avenue
|
|
2
|
|
|
Miami Gardens, FL
|
|
—
|
|
|
4,322
|
|
|
2,187
|
|
|
470
|
|
|
4,322
|
|
|
2,657
|
|
|
6,979
|
|
|
470
|
|
|
2011
|
|
1987
|
|
||||||||
60th Avenue
|
|
1
|
|
|
Miami Lakes, FL
|
|
—
|
|
|
6,203
|
|
|
1,567
|
|
|
6,665
|
|
|
6,203
|
|
|
8,232
|
|
|
14,435
|
|
|
2,689
|
|
|
2010
|
|
1971/2011
|
|
|
|
|
|
|
|
|
|
|
Initial Cost
to Company
|
|
Costs
Capitalized
Subsequent
to
Acquisition
|
|
Gross Amount Carried
at December 31, 2018
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
No. of
Bldgs.
|
|
Location
|
|
Encumbrances
|
|
Land
|
|
Buildings &
Improvements
|
|
Land
|
|
Buildings &
Improvements
|
|
Total
|
|
Accumulated
Depreciation |
|
Year
Acquired
|
|
Year
Constructed
|
||||||||||||||||||||
70th Avenue
|
|
1
|
|
|
Miami, FL
|
|
—
|
|
|
1,434
|
|
|
2,333
|
|
|
198
|
|
|
1,434
|
|
|
2,531
|
|
|
3,965
|
|
|
518
|
|
|
2011
|
|
1999
|
|
||||||||
70th Avenue II
|
|
1
|
|
|
Miami, FL
|
|
—
|
|
|
2,152
|
|
|
3,418
|
|
|
467
|
|
|
2,152
|
|
|
3,885
|
|
|
6,037
|
|
|
261
|
|
|
2016
|
|
1969
|
|
||||||||
70th Avenue III
|
|
1
|
|
|
Miami, FL
|
|
—
|
|
|
2,543
|
|
|
3,167
|
|
|
694
|
|
|
2,543
|
|
|
3,861
|
|
|
6,404
|
|
|
187
|
|
|
2016
|
|
1974
|
|
||||||||
70th Avenue IV
|
|
1
|
|
|
Miami, FL
|
|
—
|
|
|
1,119
|
|
|
1,456
|
|
|
129
|
|
|
1,119
|
|
|
1,585
|
|
|
2,704
|
|
|
64
|
|
|
2017
|
|
1969
|
|
||||||||
74th Avenue
|
|
1
|
|
|
Miami, FL
|
|
—
|
|
|
2,327
|
|
|
3,538
|
|
|
441
|
|
|
2,327
|
|
|
3,979
|
|
|
6,306
|
|
|
213
|
|
|
2016
|
|
1986
|
|
||||||||
78th Avenue
|
|
1
|
|
|
Doral, FL
|
|
—
|
|
|
2,445
|
|
|
1,755
|
|
|
2,442
|
|
|
2,445
|
|
|
4,197
|
|
|
6,642
|
|
|
935
|
|
|
2012
|
|
1977
|
|
||||||||
81st Street
|
|
2
|
|
|
Medley, FL
|
|
—
|
|
|
2,938
|
|
|
5,242
|
|
|
787
|
|
|
2,938
|
|
|
6,029
|
|
|
8,967
|
|
|
801
|
|
|
2015
|
|
1996/2003
|
|
||||||||
94th Avenue
|
|
1
|
|
|
Doral, FL
|
|
—
|
|
|
3,000
|
|
|
3,580
|
|
|
336
|
|
|
3,000
|
|
|
3,916
|
|
|
6,916
|
|
|
130
|
|
|
2017
|
|
1989
|
|
||||||||
107th Avenue
|
|
1
|
|
|
Medley, FL
|
|
—
|
|
|
2,787
|
|
|
2,036
|
|
|
500
|
|
|
2,787
|
|
|
2,536
|
|
|
5,323
|
|
|
500
|
|
|
2013
|
|
2001
|
|
||||||||
101st Road
|
|
1
|
|
|
Medley, FL
|
|
—
|
|
|
2,647
|
|
|
3,258
|
|
|
399
|
|
|
2,647
|
|
|
3,657
|
|
|
6,304
|
|
|
606
|
|
|
2013
|
|
2012
|
|
||||||||
131st Street
|
|
1
|
|
|
Medley, FL
|
|
—
|
|
|
2,903
|
|
|
5,729
|
|
|
444
|
|
|
2,903
|
|
|
6,173
|
|
|
9,076
|
|
|
797
|
|
|
2014
|
|
1999
|
|
||||||||
12950 SW South River
|
|
1
|
|
|
Medley, FL
|
|
—
|
|
|
1,971
|
|
|
4,029
|
|
|
402
|
|
|
1,971
|
|
|
4,431
|
|
|
6,402
|
|
|
379
|
|
|
2016
|
|
2000
|
|
||||||||
Americas Gateway
|
|
6
|
|
|
Doral, FL
|
|
—
|
|
|
11,152
|
|
|
11,721
|
|
|
2,863
|
|
|
11,152
|
|
|
14,584
|
|
|
25,736
|
|
|
2,696
|
|
|
2013
|
|
1978/1982
|
|
||||||||
Miami International Trade Center
|
|
4
|
|
|
Medley, FL
|
|
—
|
|
|
5,063
|
|
|
10,958
|
|
|
1,169
|
|
|
5,063
|
|
|
12,127
|
|
|
17,190
|
|
|
1,216
|
|
|
2015
|
|
1996
|
|
||||||||
Washington, D.C.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
75th Ave
|
|
5
|
|
|
Landover, MD
|
|
—
|
|
|
10,658
|
|
|
18,615
|
|
|
3,232
|
|
|
10,658
|
|
|
21,847
|
|
|
32,505
|
|
|
2,682
|
|
|
2014
|
|
1987/1990
|
|
||||||||
2920 V Street
|
|
1
|
|
|
Washington, D.C.
|
|
—
|
|
|
2,248
|
|
|
1,670
|
|
|
1,499
|
|
|
2,248
|
|
|
3,169
|
|
|
5,417
|
|
|
111
|
|
|
2017
|
|
1958
|
|
||||||||
3601 Pennsy
|
|
1
|
|
|
Landover, MD
|
|
—
|
|
|
2,331
|
|
|
4,375
|
|
|
755
|
|
|
2,331
|
|
|
5,130
|
|
|
7,461
|
|
|
763
|
|
|
2013
|
|
1996
|
|
||||||||
4230 Forbes
|
|
1
|
|
|
Lanham, MD
|
|
—
|
|
|
1,736
|
|
|
2,395
|
|
|
807
|
|
|
1,736
|
|
|
3,202
|
|
|
4,938
|
|
|
383
|
|
|
2013
|
|
2003
|
|
||||||||
8215 Dorsey
|
|
1
|
|
|
Jessup, MD
|
|
—
|
|
|
2,263
|
|
|
3,200
|
|
|
937
|
|
|
2,263
|
|
|
4,137
|
|
|
6,400
|
|
|
538
|
|
|
2013
|
|
1965/1981
|
|
||||||||
9070 Junction
|
|
1
|
|
|
Annapolis Junction, MD
|
|
—
|
|
|
3,538
|
|
|
6,670
|
|
|
2,736
|
|
|
3,538
|
|
|
9,406
|
|
|
12,944
|
|
|
1,538
|
|
|
2015
|
|
1997
|
|
||||||||
Business Parkway
|
|
1
|
|
|
Lanham, MD
|
|
—
|
|
|
3,038
|
|
|
3,007
|
|
|
—
|
|
|
3,038
|
|
|
3,007
|
|
|
6,045
|
|
|
175
|
|
|
2016
|
|
2002
|
|
||||||||
Hampton Overlook
|
|
3
|
|
|
Capitol Heights, MD
|
|
—
|
|
|
4,602
|
|
|
7,521
|
|
|
855
|
|
|
4,602
|
|
|
8,376
|
|
|
12,978
|
|
|
623
|
|
|
2016
|
|
1989/1990
|
|
||||||||
Junction
|
|
1
|
|
|
Annapolis Junction, MD
|
|
—
|
|
|
2,526
|
|
|
10,419
|
|
|
815
|
|
|
2,526
|
|
|
11,234
|
|
|
13,760
|
|
|
1,209
|
|
|
2014
|
|
1989/2012
|
|
||||||||
New Ridge
|
|
—
|
|
|
Hanover, MD
|
|
—
|
|
|
5,689
|
|
|
1,567
|
|
|
—
|
|
|
5,689
|
|
|
1,567
|
|
|
7,256
|
|
|
125
|
|
|
2016
|
|
—
|
|
||||||||
Parkway
|
|
1
|
|
|
Hanover, MD
|
|
—
|
|
|
4,543
|
|
|
12,094
|
|
|
372
|
|
|
4,543
|
|
|
12,466
|
|
|
17,009
|
|
|
1,669
|
|
|
2014
|
|
1968/2012
|
|
||||||||
Troy Hill
|
|
1
|
|
|
Elkridge, MD
|
|
—
|
|
|
1,409
|
|
|
5,033
|
|
|
228
|
|
|
1,409
|
|
|
5,261
|
|
|
6,670
|
|
|
977
|
|
|
2012
|
|
2003
|
|
||||||||
V Street
|
|
6
|
|
|
Washington, D.C.
|
|
—
|
|
|
67,132
|
|
|
41,299
|
|
|
9,635
|
|
|
67,132
|
|
|
50,934
|
|
|
118,066
|
|
|
6,100
|
|
|
2015
|
|
1955/1963
|
|
||||||||
Subtotal
|
|
205
|
|
|
|
|
45,862
|
|
|
833,995
|
|
|
677,854
|
|
|
159,962
|
|
|
833,995
|
|
|
837,816
|
|
|
1,671,811
|
|
|
114,923
|
|
|
|
|
|
|||||||||
Unamortized net premiums
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||||
Unamortized net deferred financing costs
|
|
—
|
|
|
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||||
Intangible assets
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79,270
|
|
|
54,849
|
|
|
|
|
|
|||||||||
Total
|
|
205
|
|
|
|
|
$
|
45,767
|
|
|
$
|
833,995
|
|
|
$
|
677,854
|
|
|
$
|
159,962
|
|
|
$
|
833,995
|
|
|
$
|
837,816
|
|
|
$
|
1,751,081
|
|
|
$
|
169,772
|
|
|
|
|
|
|
2018
|
|
2017
|
||||
Investment in Properties
|
|
|
|
||||
Balance at beginning of year
|
$
|
1,636,930
|
|
|
$
|
1,343,038
|
|
Acquisition of properties
|
227,058
|
|
|
319,666
|
|
||
Disposition of properties
|
(56,985
|
)
|
|
(49,471
|
)
|
||
Construction in progress
|
7,434
|
|
|
—
|
|
||
Improvements, net of write-offs
|
31,339
|
|
|
23,697
|
|
||
Balance at end of year
|
$
|
1,845,776
|
|
|
$
|
1,636,930
|
|
|
2018
|
|
2017
|
||||
Accumulated Depreciation
|
|
|
|
||||
Balance at beginning of year
|
$
|
139,814
|
|
|
$
|
109,357
|
|
Amortization of lease intangible assets
|
5,269
|
|
|
8,597
|
|
||
Depreciation expense
|
30,442
|
|
|
27,241
|
|
||
Disposition of properties and write-offs
|
(5,753
|
)
|
|
(5,381
|
)
|
||
Balance at end of year
|
$
|
169,772
|
|
|
$
|
139,814
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
4.1
|
|
|
|
|
|
10.1+
|
|
|
|
|
|
10.2+
|
|
|
|
|
|
10.3+
|
|
|
|
|
|
10.4+
|
|
|
|
|
|
10.5+
|
|
|
|
|
|
10.6+
|
|
|
|
|
|
10.7+
|
|
|
|
|
10.8+
|
|
|
|
|
|
10.9+*
|
|
|
|
|
|
10.10+
|
|
|
|
|
|
10.11+
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16+
|
|
|
|
|
|
10.17+
|
|
|
|
|
|
21*
|
|
|
|
|
|
23*
|
|
|
|
|
|
24.1*
|
|
|
|
|
|
31.1*
|
|
|
|
|
31.2*
|
|
|
|
|
|
31.3*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
32.3**
|
|
|
|
|
|
101*
|
|
The following materials from Terreno Realty Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018, 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 Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) Schedule III-Real Estate Investments and Accumulated Depreciation.
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
+
|
Exhibit is a management contract or compensatory plan or arrangement.
|
|
|
|
|
|
Terreno Realty Corporation
|
||
|
|
|
|
|
By:
|
|
/s/ W. Blake Baird
|
|
|
|
W. Blake Baird
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ W. Blake Baird
W. Blake Baird
|
|
Chairman, Chief Executive Officer
and Director
(principal executive officer)
|
|
February 6, 2019
|
|
|
|
||
/s/ Michael A. Coke
Michael A. Coke
|
|
President and Director
|
|
February 6, 2019
|
|
|
|
||
/s/ Jaime J. Cannon
Jaime J. Cannon
|
|
Executive Vice President and Chief
Financial Officer
(principal financial and accounting
officer)
|
|
February 6, 2019
|
|
|
|
||
/s/ LeRoy E. Carlson
LeRoy E. Carlson
|
|
Director
|
|
February 6, 2019
|
|
|
|
|
|
/s/ David M. Lee
David M. Lee |
|
Director
|
|
February 6, 2019
|
|
|
|
||
/s/ Gabriela F. Parcella
Gabriela F. Parcella
|
|
Director
|
|
February 6, 2019
|
|
|
|
||
/s/ Douglas M. Pasquale
Douglas M. Pasquale
|
|
Director
|
|
February 6, 2019
|
|
|
|
||
/s/ Dennis Polk
Dennis Polk
|
|
Director
|
|
February 6, 2019
|
TERRENO REALTY CORPORATION
|
|
By:
|
|
|
Name:
|
|
Title:
|
Name of Subsidiary
|
Jurisdiction of Organization or Incorporation
|
Terreno Realty LLC
|
Delaware
|
Terreno Fortune/Qume LLC
|
Delaware
|
Terreno Warm Springs I/II LLC
|
Delaware
|
Terreno 238 Lawrence LLC
|
Delaware
|
Terreno Rialto LLC
|
Delaware
|
Terreno Maltese LLC
|
Delaware
|
Terreno Middlebrook LLC
|
Delaware
|
Terreno Interstate LLC
|
Delaware
|
Terreno 299 Lawrence LLC
|
Delaware
|
Terreno Kent 188 LLC
|
Delaware
|
Terreno Ahern LLC
|
Delaware
|
Terreno 10
th
Avenue LLC
|
Delaware
|
Terreno 60
th
Avenue LLC
|
Delaware
|
Terreno Dorsey Run LLC
|
Delaware
|
Terreno Belleville LLC
|
Delaware
|
Terreno 630 Glasgow LLC
|
Delaware
|
Terreno 8730 Bollman LLC
|
Delaware
|
Terreno Dell LLC
|
Delaware
|
Terreno 70
th
Avenue LLC
|
Delaware
|
Terreno 19601 Hamilton LLC
|
Delaware
|
Terreno 39
th
Street LLC
|
Delaware
|
Terreno 620 Division LLC
|
Delaware
|
Terreno 48
th
Avenue LLC
|
Delaware
|
Terreno Clawiter LLC
|
Delaware
|
Terreno Valley Corporate LLC
|
Delaware
|
Terreno Global Plaza LLC
|
Delaware
|
Terreno Garfield LLC
|
Delaware
|
Terreno Whittier LLC
|
Delaware
|
Terreno Caribbean LLC
|
Delaware
|
Terreno 78
th
Avenue LLC
|
Delaware
|
Terreno Manhattan Beach LLC
|
Delaware
|
Terreno Carlton Court LLC
|
Delaware
|
Terreno Troy Hill LLC
|
Delaware
|
Terreno 26
th
Street LLC
|
Delaware
|
Terreno Sweitzer LLC
|
Delaware
|
Terreno 17600 WVH LLC
|
Delaware
|
Terreno 631 Brennan LLC
|
Delaware
|
Terreno South Main LLC
|
Delaware
|
Terreno 1 Dodge Drive LLC
|
Delaware
|
Terreno 101st Road LLC
|
Delaware
|
Terreno 107th Ave LLC
|
Delaware
|
Terreno 14611 Broadway LLC
|
Delaware
|
Terreno 17 Madison LLC
|
Delaware
|
Terreno 240 Littlefield LLC
|
Delaware
|
Terreno 341 Michele LLC
|
Delaware
|
Terreno 3601 Pennsy LLC
|
Delaware
|
Terreno 4230 Forbes LLC
|
Delaware
|
Terreno 465 Meadow LLC
|
Delaware
|
Terreno 550 Delancy LLC
|
Delaware
|
Terreno 60 Ethel LLC
|
Delaware
|
Terreno 8215 Dorsey LLC
|
Delaware
|
Terreno Airgate LLC
|
Delaware
|
Terreno America’s Gateway LLC
|
Delaware
|
Terreno Melanie I LLC and Terreno Melanie II LLC
|
Delaware
|
Terreno Route 100 LLC
|
Delaware
|
Terreno SeaTac 8th Avenue LLC
|
Delaware
|
Terreno 14605 Miller LLC
|
Delaware
|
Terreno 20 Pulaski LLC
|
Delaware
|
Terreno 3401 Lind LLC
|
Delaware
|
Terreno 747 Glasgow LLC
|
Delaware
|
Terreno 75th Ave LLC
|
Delaware
|
Terreno 79th Ave South LLC
|
Delaware
|
Terreno 900 Hart LLC
|
Delaware
|
Terreno Auburn 1307 LLC
|
Delaware
|
Terreno Burroughs LLC
|
Delaware
|
Terreno California LLC
|
Delaware
|
Terreno Hampton LLC
|
Delaware
|
Terreno Junction LLC
|
Delaware
|
Terreno Kent 216th LLC
|
Delaware
|
Terreno Las Hermanas LLC
|
Delaware
|
Terreno NW 131st Street LLC
|
Delaware
|
Terreno Park Union City LLC
|
Delaware
|
Terreno Parkway LLC
|
Delaware
|
Terreno SW 34th LLC
|
Delaware
|
Terreno Terminal Way LLC
|
Delaware
|
Terreno 10100 NW 25th LLC
|
Delaware
|
Terreno 180 Manor LLC
|
Delaware
|
Terreno 22 Madison LLC
|
Delaware
|
Terreno 4225 2nd Avenue South LLC
|
Delaware
|
Terreno 9070 Junction LLC
|
Delaware
|
Terreno Ahern II LLC
|
Delaware
|
Terreno Kent 190th LLC
|
Delaware
|
Terreno Kent Corporate Park LLC
|
Delaware
|
Terreno MITC LLC
|
Delaware
|
Terreno NW 81st LLC
|
Delaware
|
Terreno Olympic LLC
|
Delaware
|
Terreno V Street LLC
|
Delaware
|
Terreno 12950 River LLC
|
Delaware
|
Terreno 221 Michele LLC
|
Delaware
|
Terreno 445 Wilson LLC
|
Delaware
|
Terreno 4930 3rd Avenue South LLC
|
Delaware
|
Terreno 709 Hindry LLC
|
Delaware
|
Terreno 7120 NW 74th Ave LLC
|
Delaware
|
Terreno 74th North Bergen LLC
|
Delaware
|
Terreno Business Parkway LLC
|
Delaware
|
Terreno Denver Ave LLC
|
Delaware
|
Terreno Hampton Overlook, LLC
|
Delaware
|
Terreno Lund LLC
|
Delaware
|
Terreno New Ridge LLC
|
Delaware
|
Terreno NW 70th Ave III LLC
|
Delaware
|
Terreno NW 70th Avenue II LLC
|
Delaware
|
Terreno Paterson Plank LLC
|
Delaware
|
Terreno Schoolhouse LLC
|
Delaware
|
Terreno West 140th LLC
|
Delaware
|
Terreno 50 Kero LLC
|
Delaware
|
Terreno 139th LLC
|
Delaware
|
Terreno 422 Frelinghuysen LLC
|
Delaware
|
Terreno 1215 Walnut LLC
|
Delaware
|
Terreno 2920 V Street LLC
|
Delaware
|
Terreno 7777 West Side LLC
|
Delaware
|
Terreno Acacia LLC
|
Delaware
|
Terreno Avenue A LLC
|
Delaware
|
Terreno Dawson LLC
|
Delaware
|
Terreno Dominguez LLC
|
Delaware
|
Terreno Hanford LLC
|
Delaware
|
Terreno Hawthorne LLC
|
Delaware
|
Terreno Lucile LLC
|
Delaware
|
Terreno Lynwood LLC
|
Delaware
|
Terreno New Dutch LLC
|
Delaware
|
Terreno NW 70th IV LLC
|
Delaware
|
Terreno Stockton LLC
|
Delaware
|
Terreno Telegraph Springs LLC
|
Delaware
|
Terreno 1st Avenue South, LLC
|
Delaware
|
Terreno 1100 Walnut LLC
|
Delaware
|
Terremo 130 Commerce LLC
|
Delaware
|
Terreno 6th Ave LLC
|
Delaware
|
Terreno 85 Doremus LLC
|
Delaware
|
Terreno East Valley LLC
|
Delaware
|
Terreno Kent 192 LLC
|
Delaware
|
Terreno Merced LLC
|
Delaware
|
Terreno Newark Loan LLC
|
Delaware
|
Terreno San Clemente LLC
|
Delaware
|
Terreno Shoemaker LLC
|
Delaware
|
Terreno Wicks LLC
|
Delaware
|
Terreno Woodside LLC
|
Delaware
|
(1)
|
Registration Statement (Form S-8 No. 333-164895) pertaining to Terreno Realty Corporation’s 2010 Equity Incentive Plan, as amended,
|
(2)
|
Registration Statement (Form S-8 No. 333-202059) pertaining to Terreno Realty Corporation’s 2010 Equity Incentive Plan, as amended, and
|
(3)
|
Registration Statement (Form S-3ASR No. 333-222960) and related Prospectus of Terreno Realty Corporation;
|
1.
|
I have reviewed this Annual Report on Form 10-K of Terreno Realty Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer 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.
|
/s/ W. Blake Baird
|
Chairman and Chief Executive Officer
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Terreno Realty Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer 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.
|
/s/ Jaime J. Cannon
|
Chief Financial Officer
|
(Principal Financial Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Terreno Realty Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer 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.
|
/s/ Michael A. Coke
|
President
|
(i)
|
the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ W. Blake Baird
|
Chairman and Chief Executive Officer
|
(Principal Executive Officer)
|
(i)
|
the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Jaime J. Cannon
|
Chief Financial Officer
|
(Principal Financial Officer)
|
(i)
|
the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Michael A. Coke
|
President
|