UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________________________
FORM 10-K
.._______________________________________________________________________________________________
(Mark One)
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2022
OR
For the transition period from to
Commission File Number: 001-36008
________________________________________________________________________________________________
Rexford Industrial Realty, Inc.
(Exact name of registrant as specified in its charter)
._______________________ __________________________________________________________________________.
Maryland
(State or other jurisdiction of incorporation or organization)
46-2024407
(I.R.S. Employer Identification No.)
11620 Wilshire Boulevard, Suite 1000
Los Angeles
California
90025
(Address of principal executive offices)
(Zip Code)
(310) 966-1680
(Registrant’s telephone number, including area code)
.____________________ __________________________________________________________________________.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbols
Name of each exchange on which registered
Common Stock, $0.01 par value
5.875% Series B Cumulative Redeemable Preferred Stock
5.625% Series C Cumulative Redeemable Preferred Stock
REXR
REXR-PB
REXR-PC
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
☑
☐
☐
Accelerated filer
Smaller reporting company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers
during the relevant recovery period pursuant to §240.10D-1(b) . ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The aggregate market value of the voting stock held by non-affiliates of the registrant based upon the closing sale price of the registrant’s common stock on June 30, 2022, as reported on the New York
Stock Exchange (“NYSE”) was approximately $9.8 billion. The registrant had no non-voting common equity outstanding on such date. This amount excludes 218,598 shares of the registrant’s common
stock held by the executive officers and directors. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction
of the management or policies of the registrant or that such person is controlled by or under common control with the registrant.
The number of shares of common stock outstanding at February 8, 2023 was 196,733,859.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement with respect to its 2023 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are
incorporated by reference into Part III of this Form 10-K.
TABLE OF CONTENTS
PAGE NO.
PART I
PART II
PART III
PART IV
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
SIGNATURES
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PART I
Forward-Looking Statements
We make statements in this Annual Report on Form 10-K that are forward-looking statements, which are usually identified by the use of words such as
“anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “potential,” “possible,” “predicts,” “projects,” “result,” “seeks,”
“should,” “will,” and variations of such words or similar expressions. Our forward-looking statements reflect our current views about our plans, intentions,
expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that
our plans, intentions, expectations, strategies and prospects as reflected in or suggested by our forward-looking statements are reasonable, we can give no
assurance that our plans, intentions, expectations, strategies or prospects will be attained or achieved and you should not place undue reliance on these forward-
looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and may be affected by a variety of
risks and factors including, without limitation:
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the competitive environment in which we operate;
real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such
markets;
decreased rental rates or increasing vacancy rates;
potential defaults on or non-renewal of leases by tenants;
potential bankruptcy or insolvency of tenants;
acquisition risks, including failure of such acquisitions to perform in accordance with expectations;
the timing of acquisitions and dispositions;
potential natural disasters such as earthquakes, wildfires or floods;
the consequence of any future security alerts and/or terrorist attacks;
national, international, regional and local economic conditions, including impacts and uncertainty from trade disputes and tariffs on goods
imported to the United States and goods exported to other countries;
the general level of interest rates;
potential impacts from inflation;
potential changes in the law or governmental regulations that affect us and interpretations of those laws and regulations, including changes in
real estate and zoning or real estate investment trust (“REIT”) tax laws, and potential increases in real property tax rates;
financing risks, including the risks that our cash flows from operations may be insufficient to meet required payments of principal and interest
and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all;
lack of or insufficient amounts of insurance;
our failure to complete acquisitions;
our failure to successfully integrate acquired properties;
our ability to qualify and maintain our qualification as a REIT;
our ability to maintain our current investment grade ratings by Fitch Ratings (“Fitch”), Moody’s Investors Services (“Moody’s) or from Standard
and Poor’s Ratings Services (“S&P”);
litigation, including costs associated with prosecuting or defending pending or threatened claims and any adverse outcomes;
possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of
properties presently owned or previously owned by us;
an epidemic or pandemic, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health
authorities may implement to address it, which may precipitate or exacerbate one or more of the above-mentioned factors and/or other risks, and
significantly disrupt or prevent us from operating our business in the ordinary course for an extended period; and
other events outside of our control.
Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the U.S. federal securities laws, we disclaim any
obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in
our expectations with regard thereto or any change in
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events, conditions or circumstances on which any such statement is based. The reader should review carefully our financial statements and the notes thereto, as
well as Item 1A. entitled “Risk Factors” in this report.
Summary Risk Factors
Set forth below is a summary of the risks described under Item 1A. Risk Factors in this Annual Report on Form 10-K:
Risks Related to Our Business and Operations
• Our portfolio of properties is concentrated in the industrial real estate sector and our business would be adversely affected by an economic downturn in
that sector.
• Our portfolio of properties is dependent upon regional and local economic conditions and is geographically concentrated in Southern California infill
markets, which causes us to be especially susceptible to adverse developments in those markets.
• Our properties are concentrated in certain industries that make us susceptible to adverse events with respect to those industries.
• We may be unable to identify and complete acquisitions of properties that meet our criteria, which may impede our growth.
• Our future acquisitions may not yield the returns we expect.
• Many of our costs could be adversely impacted by periods of heightened inflation.
• An increase in interest rates would increase our interest costs on variable rate debt and new debt and could adversely affect our ability to refinance
existing debt.
• We may be unable to renew leases, lease vacant space or re-lease space as leases expire, or renewing existing leases may require significant concession,
inducements and/or capital expenditures.
• We face significant competition in the leasing market, which may decrease or prevent increases of the occupancy and rental rates of our properties.
• A substantial majority of the leases at our properties are with tenants who have non-investment grade credit ratings, which may result in our leasing to
tenants that are more likely to default in their obligations to us than a tenant with an investment grade credit rating.
Risks Related To Our Capital Structure
• Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at
all.
• Our debt level reduces cash available for distribution and may expose us to the risk of default under our debt obligations.
• Mortgage and other secured debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or
group of properties subject to mortgage debt.
•
Failure to hedge effectively against interest rate changes may adversely affect us.
• Our unsecured credit facility, unsecured notes and certain of our other secured loans contain, and any other future indebtedness we incur may contain,
various covenants, including business activity restrictions, and the failure to comply with those covenants could materially adversely affect us.
Risks Related to the Real Estate Industry
• Our performance and value are subject to risks associated with real estate assets and the real estate industry.
Risks Related to Our Organizational Structure
•
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Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of common units, which
may impede business decisions that could benefit our stockholders.
Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other
change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best
interest.
• We are a holding company with no direct operations and, as such, we will rely on funds received from our Operating Partnership to pay liabilities, and the
interests of our stockholders will be structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries.
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Risks Related to Our Status as a REIT
•
Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the per share trading price of our common stock.
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Item 1. Business
Company Overview
References to “we,” “our,” “us,” “our company,” or “the Company” refer to Rexford Industrial Realty, Inc., a Maryland corporation, together with our
consolidated subsidiaries (unless the context requires otherwise), including Rexford Industrial Realty, L.P., a Maryland limited partnership, of which we are the
sole general partner and which we refer to in this report as our Operating Partnership. In statements regarding qualification as a REIT, such terms refer solely to
Rexford Industrial Realty, Inc.
We are a self-administered and self-managed full-service REIT focused on owning, operating and acquiring industrial properties in Southern California
infill markets. Our goal is to generate attractive risk-adjusted returns for our stockholders by providing superior access to industrial property investments in
Southern California infill markets.
We were formed as a Maryland corporation on January 18, 2013 and Rexford Industrial Realty, L.P. (the “Operating Partnership”), of which we are the
sole general partner, was formed as a Maryland limited partnership on January 18, 2013. Through our controlling interest in our Operating Partnership and its
subsidiaries, we acquire, own, improve, redevelop, lease and manage industrial real estate primarily located in Southern California infill markets, and from time to
time, acquire or provide mortgage debt secured by industrial property. As of December 31, 2022, our consolidated portfolio consisted of 356 properties with
approximately 42.4 million rentable square feet.
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended
December 31, 2013. We are generally not subject to federal taxes on our income to the extent we distribute our REIT taxable income to our shareholders and
maintain our qualification as a REIT.
Business Objectives and Growth Strategies
Our primary business objective is to generate attractive risk-adjusted returns for our stockholders through dividends and capital appreciation. We believe
that pursuing the following strategies will enable us to achieve this objective:
Internal Growth through Intensive, Value-Add Asset Management.
We employ an intensive asset management strategy that is designed to increase cash flow and occupancy from our properties. Our strategy includes
proactive renewal of existing tenants, re-tenanting to achieve higher rents, and repositioning and redeveloping industrial property by renovating, modernizing or
increasing functionality to increase cash flow and value. For example, we sometimes convert formerly single-tenant properties to multi-tenant occupancy to
capitalize upon the higher per square foot rents generated by smaller spaces in our target markets in addition to adding or improving loading access and increasing
fire, life-safety and building operating systems, among other value-add initiatives. We believe that by undertaking such conversions or other functional
enhancements, we can position our properties to attract a larger universe of potential tenants, increase occupancy, tenant quality and rental rates. We also believe
that multi-tenant properties, as well as single mid-size buildings, help to limit our exposure to tenant default risk and to diversify our sources of cash
flow. Additionally, our proactive approach to leasing and asset management is driven by our in-house leasing department and team of portfolio and property
managers who maintain direct, day-to-day relationships and dialogue with our tenants, which we believe enhances recurring cash flow and reduces periods of
vacancy.
External Growth through Acquisitions.
We continue to grow our portfolio through disciplined acquisitions in prime Southern California infill markets. We believe that our relationship-, data-
and event-driven research allows us to identify and exploit asset mispricing and market inefficiencies. We seek to acquire assets with value-add opportunities to
increase their cash flow and asset values, often targeting off-market or lightly marketed transactions where our execution abilities and market credibility encourage
owners to sell assets to us at what we consider pricing that is more favorable than heavily marketed transactions. We also seek to source transactions from owners
with generational ownership shift, fund divestment, sale-leaseback/corporate surplus, maturing loans, some facing liquidity needs or financial stress, including
loans that lack economical refinancing options. We also believe our deep market presence and relationships may enable us to selectively acquire assets in marketed
transactions that may be difficult to access for less focused buyers.
Competitive Strengths
We believe that our investment strategy and operating model distinguishes us from other owners, operators and acquirers of industrial real estate in
several important ways, including the following:
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Focus on Industrial Assets in Southern California’s Infill Market: We intend to continue our core strategy of owning and operating industrial properties
within Southern California’s infill regions. Infill markets are considered high-barrier to entry markets with scarcity of vacant or developable land and high
concentrations of people, jobs, housing, income, wages and consumption. We believe Southern California’s infill industrial property market is the largest, most
fragmented industrial market in the nation, demonstrating favorable long-term tenant demand fundamentals in the face of an ongoing scarcity and diminishment of
supply. We have a portfolio of 356 properties totaling approximately 42.4 million square feet, which are all located in Southern California infill markets.
Diversified Tenant Mix: Our portfolio is leased to a broad tenant base, drawn from diverse industry sectors. We believe that this diversification reduces
our exposure to tenant default risk and earnings volatility. As of December 31, 2022, we had 1,677 leases, with no single tenant accounting for more than 2.2% of
our total annualized base rent. Our portfolio is also geographically diversified within the Southern California market across the following submarkets: Los
Angeles 56.6%; San Bernardino 19.0%; Orange County 10.0%; Ventura 7.4%; and San Diego 7.0%.
Superior Access to Investment Opportunities: We believe that we enjoy superior access to value-add, off-market, lightly marketed and marketed
acquisition opportunities, many of which are difficult for competing investors to access. Off-market and lightly marketed transactions are characterized by a lack
of a formal marketing process and a lack of widely disseminated marketing materials. Marketed transactions are often characterized by extensive buyer
competition, making such transactions difficult to close on for less-focused investors. As we are principally focused on the Southern California market, our
executive management and acquisition teams have developed and maintain a deep, broad network of relationships among key market participants, including
property brokers, lenders, owners and tenants. We employ an extensive broker marketing, incentives and loyalty program. We also utilize data and event-driven
analytics and primary research to identify and pursue events and circumstances, including below-market leased properties, properties with curable functional
obsolescence, generational ownership changes, and financial stress related to properties, owners, lenders, and tenants, that tend to generate early access to
emerging investment opportunities.
Vertically Integrated Platform: We are a full-service real estate operating company, with substantial in-house capabilities in all aspects of our business.
Our platform includes experienced in-house teams focused on acquisitions, analytics and underwriting, asset management, repositioning and redevelopment,
property management, sales and leasing, design, construction management, as well as finance, accounting, legal, technology and human relations departments.
Value-Add Repositioning and Redevelopment Expertise: Our in-house redevelopment and construction management team employs an entrepreneurial
approach to redevelopment and repositioning activities that are designed to increase the functionality, cash flow and value of our properties. Repositioning
activities include converting large underutilized spaces into a series of smaller and more functional spaces, creating generic industrial space that appeals to a wide
range of tenants, adding additional square footage and modernizing properties by, among other things, upgrading fire, life-safety and building operating systems,
resolving functional obsolescence, adding or enhancing loading areas and truck access and making other accretive modernization improvements. Our
environmental, social and governance (ESG) goals influence our repositioning and redevelopment projects, where we focus on transforming outdated and
inefficient buildings into high functioning, energy efficient and higher value industrial properties. Additionally, we pursue U.S. Green Building Council LEED
certification for all ground-up developments. This repositioning and redevelopment work has the potential to revitalize our communities while reducing negative
environmental impact. Redevelopment activities include fully or partially demolishing an existing building(s) due to building obsolescence and/or a property with
excess or vacant land and constructing a ground-up building.
Growth-Oriented, Flexible and Conservative Capital Structure: Our capital structure provides us with the resources, financial flexibility and the capacity
to support the future growth of our business. Since our initial public offering, we have raised capital through eight public offerings of our common stock (including
one completed in 2022), three public offerings of preferred stock, through sales of common stock under our various at-the-market equity offering programs and
through two public offerings of senior notes. We currently have an at-the-market equity offering program (“ATM program”) pursuant to which we may sell from
time to time up to an aggregate of $1.0 billion of our common stock directly through sales agents or by entering into forward equity sale agreements with certain
financial institutions acting as forward purchasers. As of the filing date of this Annual Report on Form 10-K, we have sold $834.6 million of our common stock
under this ATM program, leaving us with the capacity to issue up to $165.4 million of additional shares. We also have a credit agreement with a $1.0 billion
unsecured revolving credit facility, and as of the filing date of this Annual Report on Form 10-K, we did not have any borrowings outstanding, leaving $1.0 billion
available for future borrowings. The credit agreement has an accordion feature that permits us to request additional lender commitments up to an additional $800
million, which may be comprised of additional revolving commitments, term loan commitments or any combination thereof, subject to certain conditions. As of
December 31, 2022, our ratio of net debt to total market capitalization was 14.9%.
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Competition
In acquiring our target properties, we compete with other public industrial property sector REITs, income oriented non-traded REITs, private real estate
fund managers and local real estate investors and developers, some of which have greater financial resources or other competitive advantages than we do. Such
competition may result in an increase in the amount we must pay to acquire a property or may require us to forgo an investment in properties which would
otherwise meet our investment criteria. We also face significant competition in leasing available properties to prospective tenants and in re-leasing space to
existing tenants. As a result, we may have to provide rent concessions, incur expenses for tenant improvements or offer other inducements to enable us to timely
lease vacant space, all of which may have an adverse impact on our results of operations.
Insurance
We carry commercial property, liability, environmental, earthquake and terrorism coverage on all the properties in our portfolio under blanket insurance
policies. In addition, we hold other environmental policies for certain properties with known environmental conditions that provide for additional coverage for
potential environmental liabilities, subject to the policy’s coverage conditions and limitations. Generally, we do not carry insurance for certain types of
extraordinary losses, including, but not limited to, losses caused by floods (unless the property is located in a flood plain), riots, war and wildfires. Substantially all
of our properties are located in areas that are subject to earthquakes, and while we maintain earthquake insurance coverage, the events are subject to material
deductibles and exclusions. Additionally, seismic risks are evaluated for properties during acquisition by a qualified structural engineer and to the extent that the
engineer identifies a property with weaknesses that contribute to a high statistical risk, the property will generally be structurally retrofitted to reduce the statistical
risk to an acceptable level.
Regulation
General
Our properties are subject to various laws, ordinances and regulations, including regulations relating to common areas and fire and safety requirements.
We believe that we have the necessary permits and approvals to operate each of our properties.
Americans with Disabilities Act
Our properties must comply with Title III of the Americans with Disabilities Act of 1990, as amended (the “ADA”) to the extent that such properties are
“public accommodations” as defined under the ADA. Under the ADA, all public accommodations must meet federal requirements related to access and use by
disabled persons. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such
removal is readily achievable. Although we believe that the properties in our portfolio in the aggregate substantially comply with present requirements of the
ADA, and we have not received any notice for correction from any regulatory agency, we have not conducted a comprehensive audit or investigation of all of our
properties to determine whether we are in compliance, and therefore we may own properties that are not in compliance with current ADA standards.
ADA compliance is dependent upon the tenant’s specific use of the property, and as the use of a property changes or improvements to existing spaces are
made, we will take steps to ensure compliance. Noncompliance with the ADA could result in additional costs to attain compliance, imposition of fines by the U.S.
government or an award of damages plus attorney’s fees to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we
will continue to assess our properties and make alterations to achieve compliance as deemed commercially reasonable.
Environmental Matters
The properties that we acquire are subject to various federal, state and local environmental laws. Under these laws, courts and government agencies have
the authority to require us, to the extent we own a contaminated property, to clean up the property, even if we did not know of or were not responsible for the
contamination. These laws also apply to persons who owned a property at the time it became contaminated and, therefore, it is possible we could incur these costs
even after we sell some of the properties we acquire. In addition to the costs of cleanup, environmental contamination can affect the value of a property and,
therefore, an owner’s ability to borrow using the property as collateral or to sell the property. From time to time we are required to export soils (which may or may
not contain hazardous materials) from our sites, and under applicable environmental laws, courts and government agencies also have the authority to require that a
person who sent waste to a waste disposal facility, such as a landfill or an incinerator, pay for the clean-up of that facility if it becomes contaminated and threatens
human health or the environment.
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Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination. For instance, a
person exposed to asbestos at a property may seek to recover damages if he or she suffers injury from the asbestos. Lastly, some of these environmental laws
restrict the use of a property or place conditions on various activities. An example would be laws that require a business using chemicals to manage them carefully
and to notify local officials that the chemicals are being used.
We could be responsible for any of the costs discussed above, which have the potential to be very significant. The costs to clean up a contaminated
property, to defend against a claim or to comply with environmental laws could be material and could adversely affect the funds available for distribution to our
stockholders. To mitigate some of the environmental risk, our properties are covered by a blanket environmental insurance policy. In addition, we hold other
environmental policies for certain properties with known environmental conditions that provide for additional coverage for potential environmental liabilities.
These policies, however, are subject to certain limits, deductibles and exclusions, and insurance may not fully compensate us for any environmental liability. We
obtain Phase I or similar environmental assessments by independent environmental consultants at the time of acquisition of a property. Phase I environmental
investigations are a common form of real estate due diligence that are governed by nationally recognized American Society for Testing and Materials (ASTM)
standards and typically conducted by licensed environmental scientists. Phase I investigations commonly include a physical walk-through of the property in
addition to a file review of the site. The file review includes creating a known operating history of the site. This includes, but is not limited to, inquiries with local
governmental agencies as well as reviewing historical aerial reviews. If the consultant identifies any unexplained Recognized Environmental Concerns (“REC”)
then the consultant may recommend further investigation, usually through specific invasive property tests. This additional round of investigation is commonly
referred to as a “Phase II”. Invasive testing may or may not include air, soil, soil vapor or ground water sampling. Additionally, it may or may not include an
asbestos and/or lead-based paint survey. Depending on the results of the initial Phase II investigation, the consultant may recommend further Phase II
investigations, or if satisfied with the results, the consultant may decide the initial REC identified is no longer a concern. On occasion the seller of a property may
not allow us to conduct a Phase II investigation, and we may elect to proceed with a property acquisition without a Phase II based on our risk assessment and
mitigating factors informed by our third-party environmental consultants and advisors. Although we obtain a Phase I, a Phase II as permitted by the property seller,
or similar environmental site assessments by independent environmental consultants on each property prior to acquiring it, these environmental assessments may
not reveal all environmental risks that might have a materially adverse economic effect on our business, assets and results of operations or liquidity, and may not
identify all potential environmental liabilities, and our portfolio environmental and any site-specific insurance policies may be insufficient to cover any such
environmental costs and liabilities.
We can make no assurances that (1) future laws, ordinances or regulations will not impose material environmental liabilities on us, or (2) the current
environmental condition of our properties will not be affected by tenants, the condition of land or operations in the vicinity of our properties (such as releases from
underground storage tanks), or by third parties unrelated to us.
Human Capital
As of December 31, 2022, we had 223 employees supported by five regional offices within our Southern California market to service our business and
tenants, optimize the welfare and productivity of our staff, and minimize commute times for our staff and to our properties. Nearly all employees have the
opportunity to work remotely and have regular access to utilize our various offices, providing them with flexible working conditions while achieving our
performance objectives and the ability to minimize the spread of illness and maintain business continuity during times of increased local health and safety risks.
We believe that we have good relations with our employees. None of our employees are represented by a union. We have adopted a Code of Business Conduct and
Ethics, and Policies and Procedures for Complaints Regarding Accounting and Fraud, including a phone number and website for employees to voice anonymous
concerns. All such concerns are then brought to the attention of our independent audit committee of the board of directors and our general counsel. These policies
apply to all of our employees, and receipt and review by each employee is documented and verified annually.
Employee Engagement and Support
We believe employee engagement and recognition of strong performance are key components of a strong corporate culture. As part of our ongoing efforts
to encourage employee engagement, we routinely solicit employee feedback, sometimes via anonymous surveys, and hold teambuilding events. Employees
received formal recognition awards during our all-company quarterly meetings after being nominated by their peers. Each employee undergoes performance
discussions at least twice per year, with annual compensation adjustment consideration commensurate with the market and individual performance. Our voluntary
turnover rate was 7% in 2022. Our referral rate for new hires was 36%, which we believe is indicative of employee engagement and commitment. Additionally, all
employees receive a weekly update via email from our executive management team.
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We offer and encourage ongoing employee training and advancement opportunities, with a wide variety of thousands of courses and topics including
management, leadership, personal development, diversity and inclusion, sexual harassment prevention, antibribery, health and safety, and technical skills
development. Many of our employees have contributed to the creation of learning content, leveraging our employee expertise and engagement and promoting a
culture of learning. On average, each employee completed over 20 hours of focused training in 2022. We also have a tuition reimbursement program which
provides our team with additional opportunities to grow and succeed in their careers. Additionally, we have a paid parental leave policy for birthing and non-
birthing parents to support the bonding and wellness of our employees and their newborn children. In 2022 we established a flexible time off policy under which
employees no longer need to accrue time off and time off is not capped. We believe that employees should maintain a healthy work life balance with time away
from work, exercising judgement to determine the appropriate time off for themselves based on workload and the collective need to achieve the Company’s goals.
Nearly 39% of our employees at the director level and higher were developed and promoted from within the Company.
Workforce Diversity, Equity and Inclusion
The Company values diversity, including diversity of experience, background, and ethnicity. Our employees are 56% female and 44% male, and 53% of
our employees self-identify as members of a racial or ethnic minority. Employees at the director level and higher are 38% female and 62% male. Our eight-
member board of directors was 38% female and 25% ethnically diverse as of December 31, 2022.
Additional Information
Our principal executive offices are located at 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025 (telephone 310-966-1680).
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, Information Statements and
amendments to those reports are available free of charge through our investor relations website at http://www.rexfordindustrial.com, as soon as reasonably
practicable after such materials are electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (the “SEC”). All reports we file with
the SEC are also available free of charge via EDGAR through the SEC website at http://www.sec.gov.
Our board of directors maintains charters for each of its committees and has adopted a written set of corporate governance guidelines and a code of
business conduct and ethics applicable to independent directors, executive officers, employees and agents, each of which is available for viewing on our website at
http://www.rexfordindustrial.com under the heading “Investor Relations—Company Information—Governance—Governance Documents.”
Website addresses referred to in this Annual Report on Form 10-K are not intended to function as hyperlinks, and the information contained on our
website is not incorporated into, and does not form a part of, this Annual Report on Form 10-K or any other report or documents we file with or furnish to the
SEC.
Item 1A. Risk Factors
Set forth below are some (but not all) of the factors that could adversely affect our performance and financial condition. Moreover, we operate in a highly
competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we
predict the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking
statements as a prediction of actual results.
We believe the following risks are material to our stockholders. You should carefully consider the following factors in evaluating our company, our
properties and our business. The occurrence of any of the following risks could adversely affect our results of operations, cash flows and our ability to pay
distributions on, and the per share trading price of, our common stock and might cause our stockholders to lose all or part of their investment. For purposes of this
section, the term “stockholders” means the holders of shares of our common stock and preferred stock.
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Risks Related to Our Business and Operations
Our portfolio of properties is concentrated in the industrial real estate sector, and our business would be adversely affected by an economic downturn in that
sector.
Our properties are concentrated in the industrial real estate sector. This concentration exposes us to the risk of economic downturns in this sector to a
greater extent than if our business activities included a more significant portion of other sectors of the real estate industry.
Our portfolio of properties is dependent upon regional and local economic conditions and is geographically concentrated in Southern California infill
markets, which causes us to be especially susceptible to adverse developments in those markets.
All of our properties are located in Southern California, which may expose us to greater or lesser economic risks than if we owned a more geographically
diverse portfolio. We are particularly susceptible to adverse economic or other conditions in Southern California, as well as to natural disasters that occur in this
market. Most of our properties are located in areas known to be seismically active. While we diversify the geographic concentrations of assets within Southern
California and carry insurance for losses resulting from earthquakes, the amount of our coverage may not be sufficient to fully cover losses from earthquakes and
associated disasters, and the policies are subject to material deductibles and self-insured retention. The Southern California market has experienced downturns in
past years, and the COVID-19 pandemic demonstrated the adverse impact that governmental restrictions in response to pandemics can have, and may continue to
have, on the economy of the Southern California market. Any future downturns in the Southern California economy could impact our tenants’ ability to continue
to meet their rental obligations or otherwise adversely affect the size of our tenant base, which could materially adversely affect our operations and our revenue
and cash available for distribution, including cash available to pay distributions to our stockholders. If material reductions of imports through or a material labor
issue were to occur at the Ports of Los Angeles and Long Beach, it could reduce the need for tenants to store related imported goods in our properties and result in
higher market vacancy and lower rents. We cannot assure you that the Southern California market will grow or that underlying real estate fundamentals will be
favorable to owners and operators of industrial properties. Our operations may also be affected if competing properties are built in the Southern California market.
In addition, the State of California is more highly regulated and taxed than many other states, all of which may reduce demand for industrial space in California
and may make it costlier to operate our business. Additionally, conditions in Southern California related to homelessness, crime, tax rates and heightened
regulation could negatively impact economic conditions and make tenants less desirous to lease properties from us. In November 2022, various transfer tax ballot
measures passed, including Measure ULA in the City of Los Angeles where as of December 31, 2022, we owned 62 properties representing approximately 15.4%
of the rentable square footage of our portfolio. Beginning in April 2023, Measure ULA imposes an additional fee at the time of sale at a rate of 4% for properties
between $5 million and $10 million and 5.5% for those $10 million or above. Additional California ballot measure initiatives have sought the removal of
Proposition 13 property tax protections, which proposals have not passed, but if successful could cause a significant increase in property taxes at our properties.
Any adverse economic or real estate developments in the Southern California market as described above, or any decrease in demand for industrial space resulting
from the regulatory environment, business climate or energy or fiscal problems, could adversely impact us and our stockholders.
The ongoing impact from the COVID-19 pandemic, including ongoing governmental emergency declarations with emergency powers, may impact our ability
to collect rent and could adversely impact our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service
obligations.
The ongoing impact from the COVID-19 pandemic, including the spread of new variants of the virus, ongoing governmental emergency declarations with
emergency powers, and the transition from a Zero-COVID policy in China may have significant adverse impact on economic and market conditions around the
world, including the United States and the infill Southern California markets in which we own properties and have development projects, and could further trigger
a period of sustained global and U.S. economic downturn or recession. In particular, in Southern California, the state of California and certain municipalities,
including where we own properties and/or have redevelopment projects, any reinstitution of quarantines, restrictions on travel, restrictions on businesses and
construction projects may impact our performance. Many of the industries in which our tenants are concentrated and other industries may be subject to risks as the
flow of goods from China could be impacted from China’s transition from a Zero-COVID policy, which may negatively impact their performance and ability to
pay rent. This could lead to adverse impacts on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service
obligations. These trends may also influence occupancy levels and the immediate ability or willingness of certain of our tenants to pay rent in full on a timely
basis.
The rapid development and fluidity of any pandemic, including COVID-19, and the current financial, economic and capital markets environment, and the
potential for future pandemic related developments present material risks and uncertainties with respect to our business, financial condition, results of operations,
cash flows, liquidity and ability to satisfy our debt service obligations and could also have a material adverse effect on the value and trading price of our common
stock. Moreover, to the
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extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the
other risks set forth in this “Risk Factors” section.
Our properties are concentrated in certain industries that make us susceptible to adverse events with respect to those industries.
Our properties are concentrated in certain industries, which, as of December 31, 2022, included the following (and accounted for the percentage of our
total annualized base rent indicated): Transportation and Warehousing (24.3%); Wholesale Trade (21.8%); and Manufacturing (20.3%). Any downturn in one or
more of these industries, or in any other industry in which we may have a significant concentration now or in the future, could adversely affect our tenants who are
involved in such industries. If any of these tenants is unable to withstand such downturn or is otherwise unable to compete effectively in its business, it may be
forced to declare bankruptcy, fail to meet its rental obligations, seek rental concessions or be unable to enter into new leases, which could materially and adversely
affect us.
We may be unable to identify and complete acquisitions of properties that meet our criteria, which may impede our growth.
Our business strategy involves the acquisition of properties meeting certain investment criteria in our target markets. These activities require us to identify
suitable acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth strategies. In addition, the current market for
acquisitions of industrial properties in Southern California continues to be extremely competitive. This competition may increase the demand for our target
properties and, therefore, reduce the number of suitable acquisition opportunities available to us and increase the prices paid for such acquisition properties. We
may be unable to acquire properties identified as potential acquisition opportunities on favorable terms, or at all, which could slow our growth. We may acquire
properties utilized for non-industrial uses, including office properties, where our long-term strategy is to develop, redevelop or reposition the asset into industrial
property. Prior to executing our strategy, we may lack non-industrial property management expertise necessary to optimally manage the non-industrial properties.
If we are unable to finance property acquisitions or acquire properties on favorable terms, or at all, our financial condition, results of operations, cash
flows and our ability to pay distributions on, and the per share trading price of, our common stock could be adversely affected.
Our acquisition activities may pose risks that could harm our business.
As a result of our acquisitions, we may be required to incur debt and expenditures and issue additional common stock or common units to pay for the
acquired properties. These acquisitions may dilute our stockholders’ ownership interest, delay or prevent our profitability and may also expose us to risks such as
overpayment, reduction in value of acquired properties, and the possibility of pre-existing undisclosed liabilities, including environmental or asbestos liability, for
which our insurance may be insufficient or for which we may be unable to secure insurance coverage.
We cannot provide assurance that the price for any future acquisitions will be similar to prior acquisitions. If our revenue does not keep pace with these
potential acquisition and expansion costs, we may incur net losses. There is no assurance that we will successfully overcome these risks or other problems
encountered with acquisitions.
We may be unable to source off-market or lightly marketed investment opportunities in the future.
As of December 31, 2022, approximately 78% of the acquisitions by property count completed by us since our initial public offering (“IPO”) were
acquired in off-market or lightly marketed transactions, which are transactions that are characterized by a lack of a formal marketing process and lack of widely
disseminated marketing materials. Properties that are acquired by off-market or lightly marketed transactions are typically more attractive to us as a purchaser and
are a core part of our strategic plan, because the absence of a formal or extended marketing/bidding period typically results in more favorable pricing, more
favorable non-economic terms and often an ability to close transactions more rapidly. If we cannot obtain off-market or lightly marketed deal flow in the future,
our ability to locate and acquire additional properties in the manner in which we have historically may be adversely affected and may cause us to revisit our core
strategies.
Our future acquisitions may not yield the returns we expect.
Our future acquisitions and our ability to successfully operate the properties we acquire in such acquisitions may be exposed to the following significant
risks:
•
even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;
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• we may acquire properties that are not accretive to our results upon acquisition, and we may not successfully manage and lease those properties to
meet our expectations;
• we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
• we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing
operations;
• market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and
• we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown or greater than
expected liabilities such as liabilities for clean-up of environmental contamination, claims by tenants, vendors or other persons dealing with the
former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors,
officers and others indemnified by the former owners of the properties.
We may not be able to control our operating costs or our expenses may remain constant or increase, even if our revenues do not increase, causing our results
of operations to be adversely affected.
Factors that may adversely affect our ability to control operating costs include the need to pay for insurance and other operating costs (including real
estate taxes, which could increase over time), the need to periodically repair, renovate and re-lease space, the cost of compliance with governmental regulation,
including zoning and tax laws, the potential for liability under applicable laws, interest rate levels and the availability of financing. If our operating costs increase
or our property income decreases as a result of any of the foregoing factors, our results of operations may be adversely affected.
Many of our costs, such as operating expenses and general and administrative expenses, interest expense and real estate acquisition and construction costs,
could be adversely impacted by periods of heightened inflation.
During the twelve months ended December 2022, the consumer price index increased by approximately 6.5%, compared to the twelve months ended
December 2021. Federal policies and recent global events, such as the rising price of oil and the conflict between Russia and Ukraine, may have exacerbated, and
may continue to exacerbate, increases in the consumer price index.
A sustained or further increase in inflation could have an adverse impact on our operating expenses incurred in connection with, among others, the
property-related contracted services. Our operating expenses may be recoverable through our lease arrangements. In general, our properties are leased to tenants on
a triple net or modified gross basis. During inflationary periods, we expect to recover some increases in operating expenses from our tenants through our existing
lease structures. As a result, we do not believe that inflation would result in a significant adverse effect on our net operating income and operating cash flows at the
property level. However, there can be no assurance that our tenants would be able to absorb these expense increases and be able to continue to pay us their portion
of operating expenses, capital expenditures and rent.
In addition, most of our leases provide for fixed annual rent increases of three percent or greater. However, the impact of the current rate of inflation of
6.5% may not be adequately offset by some of our annual rent escalations, and it is possible that the resetting of rents from our renewal and re-leasing activities
would not fully offset the impact of the current inflation rate. As a result, during inflationary periods in which the inflation rate exceeds the annual rent escalation
percentages within our lease contracts, we may not adequately mitigate the impact of inflation, which may adversely affect our business, financial condition,
results of operations, and cash flows.
Our general and administrative expenses consist primarily of compensation costs and professional service fees. Rising inflation rates may require us to
provide compensation increases beyond historical annual increases, which may unexpectedly or significantly increase our compensation costs. Similarly,
professional service fees are also subject to the impact of inflation and expected to increase proportionately with increasing market prices for such services.
Consequently, inflation may increase our general and administrative expenses over time and may adversely impact our results of operations and cash flows.
In March 2022, the Federal Reserve began, and it has continued and is expected to continue, to raise interest rates in an effort to curb inflation. Our
exposure to increases in interest rates in the short term is limited to our variable-rate borrowings. As of December 31, 2022, we had $760.0 million of variable-rate
debt, excluding the impact of interest rates swaps in effect. In addition, the effect of inflation on interest rates could increase our financing costs over time, either
through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the
issuance of new debt. We have entered into interest rate swaps to effectively fix $300.0 million of our variable-rate indebtedness, and we may enter into other
hedging transactions. The use of hedging transactions involves certain risks.
Additionally, inflationary pricing may have a negative effect on the construction costs necessary to complete our repositioning and redevelopment
projects, including, but not limited to, costs of construction materials, labor and services from
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third-party contractors and suppliers. Certain increases in the costs of construction materials can often be managed in our repositioning and redevelopment projects
through either general budget contingencies built into our overall construction costs estimates for each of our projects or guaranteed maximum price construction
contracts, which stipulate a maximum price for certain construction costs and shift inflation risk to our construction general contractors. However, no assurance
can be given that our budget contingencies would accurately account for potential construction cost increases given the current severity of inflation and variety of
contributing factors or that our general contractors would be able to absorb such increases in costs and complete our construction projects timely, within budget, or
at all. Higher construction costs could adversely impact our investments in real estate assets and expected yields on our redevelopment projects, which may make
otherwise lucrative investment opportunities less profitable to us. As a result, our business, financial condition, results of operations, cash flows, liquidity and
ability to satisfy our debt service obligations and to pay dividends and distributions to security holders could be adversely affected over time.
An increase in interest rates would increase our interest costs on variable rate debt and new debt and could adversely affect our ability to refinance existing
debt, conduct repositioning, redevelopment and acquisition activity and recycle capital.
As of December 31, 2022, we had a $1.0 billion unsecured revolving credit facility, a $400.0 million term loan facility, a $300.0 million term loan facility
and a $60.0 million term loan facility bearing interest at variable rates on amounts drawn and outstanding. As of December 31, 2022, the variable interest rate on
the $300 million term loan facility has been effectively fixed until its maturity at a weighted average rate of 2.81725% through the use of interest rate swaps. There
was no amount outstanding on the revolving credit facility and each of our term loan facilities was fully drawn at December 31, 2022. However, we may borrow
on the revolving credit facility or incur additional variable rate debt in the future. Interest rates are highly sensitive to many factors that are beyond our control,
including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve Board. During 2022,
the Federal Reserve Board increased the federal funds rate seven times, resulting in a range from 4.25% to 4.50% as of December 31, 2022, and further increased
the federal funds rate in February 2023 by an additional 25 basis points to a range from 4.50% to 4.75%. It is expected that the Federal Reserve Board may
continue to increase the federal funds rate during 2023, which will likely result in further increases in overall interest rates. Interest rate increases would increase
our interest costs for any variable rate debt and for new debt, which could in turn make the financing of any repositioning, redevelopment and acquisition activity
costlier. Rising interest rates could also limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing and
increase interest expense on refinanced indebtedness. In addition, an increase in interest rates could decrease the amount third parties are willing to pay for our
assets, thereby limiting our ability to recycle capital and our portfolio promptly in response to changes in economic or other conditions.
The potential impacts of future climate change and governmental initiatives remain uncertain at this time but could result in increased operating costs.
Our assets and tenants may be exposed to potential risks from possible future climate change that could result in physical and regulatory impacts, an increase in
sea level, flooding, and catastrophic weather events and fires. The occurrence of sea level rise or one or more natural disasters, such as floods, wildfires and
earthquakes (whether or not caused by climate change), could increase our operating costs, impair our tenants’ ability to lease property and pay rent and negatively
affect our financial performance. Additional risks related to our business and operations as a result of climate change include both physical and transition risks
such as:
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higher energy costs as a result of extreme weather events, extreme temperatures or increased demand for limited resources;
higher maintenance and repair costs due to increasing temperatures and more frequent heatwaves;
higher costs of materials due to limited availability of raw materials and requirements that may limit types of material for construction;
limited availability of water and higher costs due to droughts caused by low snowpack;
reduced labor pool and lease rates as a result of increasing air pollution and related illnesses; and
reduced tenant appeal and/or investor interest in the event that certain tenant priorities and/or investor expectations regarding sustainability and efficient
building practices are not met.
In addition, laws and regulations targeting climate change could result in stricter energy efficiency standards and increased capital expenditures in order to comply
with such regulations, as well as increased operating costs that we may not be able to effectively pass on to our tenants. Any such regulation could impose
substantial costs on our tenants, thereby impacting the financial condition of our tenants and their ability to meet their lease obligations and to lease or re-lease our
properties. Further, proposed climate change and environmental laws and regulations at the federal, state and local level, including climate change and
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greenhouse gas emissions related disclosure rules proposed by the Securities and Exchange Commission, may increase compliance and data collection costs and
compliance risks.
Adverse U.S. and global market, economic and political conditions, including the ongoing conflict between Ukraine and Russia, and other events or
circumstances beyond our control could have a material adverse effect on us.
Another economic or financial crisis or rapid decline of the consumer economy, significant concerns over energy costs, geopolitical issues, including the
ongoing conflict between Ukraine and Russia, the availability and cost of credit, the U.S. mortgage market, or a declining real estate market in the U.S. can
contribute to increased volatility, diminished expectations for the economy and the markets, and high levels of structural unemployment by historical standards.
Global market, political and economic challenges, including dislocations and volatility in the credit markets and general global economic uncertainty, may
adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common
stock.
In addition, global market, political and economic conditions could adversely affect the businesses of many of our tenants. As a result, we may see
increases in bankruptcies of our tenants and increased defaults by tenants, and we may experience higher vacancy rates and delays in re-leasing vacant space,
which could negatively impact our business and results of operations.
The Russian invasion of Ukraine in February 2022 and the resulting global governmental responses, including international sanctions imposed on Russia
and other countries that are supporting Russia’s invasion of Ukraine, have led to volatility in global markets, disruptions in the energy, agriculture and other
industries and have created worldwide inflationary pressures. While the conflict has not caused material disruptions to our operations to date, further escalation of
the war between Russia and Ukraine could result in a significant decline in global economic activities and impact our tenants in a manner that may lower the near-
term demand for our rental properties or our tenants’ ability to pay rents.
We may be unable to renew leases, lease vacant space or re-lease space as leases expire, or renewing existing leases may require significant concession,
inducements and/or capital expenditures.
As of December 31, 2022, 5.4% of the rentable square footage of our portfolio was vacant or under repositioning/redevelopment and leases representing
1.6% of the rentable square footage of our portfolio expired on December 31, 2022. In addition, leases representing 13.7% and 16.3% of the rentable square
footage of the properties in our portfolio will expire in 2023 and 2024, respectively. We cannot assure you that our leases will be renewed or that our properties
will be re-leased at rental rates equal to or above the current average rental rates or that we will not offer substantial rent abatements, tenant improvements, early
termination rights or below-market renewal options to attract new tenants or retain existing tenants. Our rental rate growth may be wrong. If the rental rates for our
properties decrease, or if our existing tenants do not renew their leases or we do not re-lease a significant portion of our available space and space for which leases
will expire, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock
could be adversely affected. In order to attract and retain tenants, we may be required to make rent or other concessions to tenants, accommodate requests for
renovations, build-to-suit remodeling and other improvements or provide additional services to our tenants. Additionally, we may need to raise capital to make
such expenditures. If we are unable to do so or if capital is otherwise unavailable, we may be unable to make the required expenditures. This could result in non-
renewals by tenants upon expiration of their leases and/or an inability to attract new tenants.
We face significant competition in the leasing market, which may decrease or prevent increases of the occupancy and rental rates of our properties.
We compete with numerous developers, owners and operators of real estate, many of which own properties similar to ours in the same submarkets in
which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants,
we may lose existing or potential tenants and we may be pressured to reduce our rental rates below those we currently charge or to offer more substantial tenant
concessions or tenant rights (including rent abatements, tenant improvements, early termination rights or below-market renewal options) in order to retain tenants
or attract new tenants. Furthermore, as a result of various factors, including competitive pricing pressure in our submarkets, adverse conditions in the Southern
California real estate market, a general economic downturn and a decline in the desirability of our properties compared to other properties in our submarkets, we
may be unable to realize the budgeted rents for properties in our portfolio. If we are unable to obtain rental rates comparable to our asking rents for properties in
our portfolio, our ability to generate cash flow growth will be negatively impacted. Significant rent reductions could result in a write-down of one or more of our
consolidated properties and/or adversely affect the market price of our common stock, our financial condition and our results of operations, including our ability to
satisfy our debt service obligations and to pay dividends to our stockholders.
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A substantial majority of the leases at our properties are with tenants who have non-investment grade credit ratings, which may result in our leasing to tenants
that are more likely to default in their obligations to us than a tenant with an investment grade credit rating.
A substantial majority of the leases at our properties are with tenants who have non-investment grade credit ratings. The ability of a non-investment grade
tenant to meet its obligations to us cannot be considered as well assured as that of an investment grade tenant. All of our tenants may face exposure to adverse
business or economic conditions which could lead to an inability to meet their obligations to us. However, non-investment grade tenants may not have the financial
capacity or liquidity to adapt to these conditions or may have less diversified businesses, which may exacerbate the effects of adverse conditions on their
businesses. Moreover, the fact that a substantial majority of our tenants are not investment grade may cause investors or lenders to view our cash flows as less
stable, which may increase our cost of capital, limit our financing options or adversely affect the trading price of our common stock.
Historically, some of our tenants have filed for bankruptcy protection or become insolvent. This may occur with tenants in the future, and we are
particularly at risk because of the credit rating of much of our tenant base. The bankruptcy or insolvency of a major tenant also may adversely affect the income
produced by our properties.
We may acquire properties or portfolios of properties through tax-deferred contribution transactions, which could result in stockholder dilution and limit our
ability to sell such assets.
We may continue to acquire properties or portfolios of properties through tax-deferred contribution transactions in exchange for partnership interests in
our Operating Partnership, which may result in stockholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of
tax depreciation we are able to deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer
recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to
maintain their tax bases. These restrictions limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.
Our real estate development, redevelopment and repositioning activities are subject to risks.
We may engage in development, redevelopment and repositioning activities with respect to certain of our properties. To the extent that we do so, we will
be subject to the following risks associated with such development, redevelopment and repositioning activities:
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construction, redevelopment and repositioning may be unsuccessful and/or costs of a project may exceed original estimates, possibly making the
project less profitable than originally estimated, or unprofitable;
time required to complete the construction, redevelopment or repositioning of a project or to lease up the completed project may be greater than
originally anticipated, thereby adversely affecting our cash flow and liquidity;
non-industrial properties targeted for development, redevelopment or repositioning may be more difficult to manage compared to our industrial
properties where we have the most property management expertise;
contractor and subcontractor disputes, strikes, labor disputes or supply disruptions, which may cause delays or increase costs;
failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all;
delays with respect to obtaining, or the inability to obtain, necessary zoning, occupancy, land use and other governmental permits, and changes in
zoning and land use laws;
statewide and local changes in zoning and land use laws and state attorney general actions that result in moratoriums on industrial and warehouse
development or materially restrict the size and uses of industrial and warehouse projects;
occupancy rates and rents of a completed project may not be sufficient to make the project profitable;
our ability to dispose of properties developed, redeveloped or repositioned with the intent to sell could be impacted by the ability of prospective
buyers to obtain financing given the current state of the credit markets; and
the availability and pricing of financing to fund our development activities on favorable terms or at all.
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Potential losses, including from adverse weather conditions and natural disasters, such as earthquakes, may not be covered by insurance, and we may be
unable to rebuild our existing properties in the event of a substantial or comprehensive loss of such properties.
We carry commercial property, liability, environmental, earthquake and terrorism coverage on all the properties in our consolidated portfolio under a
blanket insurance policy, in addition to other coverages that we believe are appropriate for certain of our properties given the relative risk of loss, the cost of the
coverage and industry practice. Some of our policies are insured subject to limitations involving significant deductibles or co-payments and policy limits that may
not be sufficient to cover losses. In particular, all of the properties in our portfolio are located in Southern California, an area that is particularly prone to seismic
activity. A severe earthquake in the Southern California region could result in uninsured damage to a subset or even a substantial portion of our portfolio and could
significantly impact our cash flow. While we carry insurance for losses resulting from earthquakes, such policies are subject to material deductibles. Additionally,
natural disasters, including earthquakes, may cause future earthquake insurance costs to increase significantly, which may impact the operating costs and net cash
flow of our properties.
In addition, we may discontinue terrorism or other insurance or increase deductibles on some or all of our properties in the future if the cost of premiums
for any such policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss. Currently, we do not carry insurance for certain types of
extraordinary losses, such as loss from riots, war and wildfires, because we believe such coverage is only available at a disproportionately high cost. As a result,
we may incur significant costs in the event of loss from wildfires, riots, war and other uninsured losses. If we do obtain insurance for any of those risks in the
future, such insurance cost may impact the operating costs and net cash flow of our properties.
If we or one or more of our tenants experiences a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged
properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would
continue to be liable for the indebtedness, even if these properties were irreparably damaged. Furthermore, we may not be able to obtain adequate insurance
coverage at reasonable costs in the future as the costs associated with property and casualty renewals may be higher than anticipated. In the event that we
experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications. Further,
reconstruction or improvement of such a property would likely require significant upgrades to meet zoning and building code requirements. Environmental,
insurance and legal restrictions could also restrict the rebuilding of our properties.
Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and
disputes between us and our co-venturers.
We have co-invested in the past, and may co-invest again in the future, with third parties through partnerships, joint ventures or other entities, acquiring
non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity. In such event, we would not be
in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity, involving risks not present were a third
party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions,
disputes and litigation. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals,
and may be in a position to take actions contrary to our policies or objectives, and they may have competing interests in our markets that could create conflict of
interest issues. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would
have full control over the partnership or joint venture. In addition, prior consent of our joint venture partners may be required for a sale or transfer to a third party
of our interests in the joint venture, which would restrict our ability to dispose of our interest in the joint venture. In addition, we may in certain circumstances be
liable for the actions of our third-party partners or co-venturers. Our joint ventures may be subject to debt and, in volatile credit markets, the refinancing of such
debt may require equity capital calls.
We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information
technology (“IT”) networks and related systems.
We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses,
attachments to e‑mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT
networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers,
foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the
world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day‑to‑day
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operations and, in some cases, may be critical to the operations of certain of our tenants. A security breach or other significant disruption involving our IT
networks and related systems could:
• Disrupt the proper functioning of our networks and systems;
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Result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines;
Result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;
Result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise
valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and
outcomes;
Require significant management attention and resources to remedy any damages that result;
Subject us to claims for breach of contract or failure to safeguard personal information, damages, credits, penalties or termination of leases or other
agreements;
• Damage our reputation among our tenants, prospective sellers, brokers and investors generally; and
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Subject us to legal liability, including liability under the California Consumer Privacy Protection Act of 2018.
To help us better identify, manage, and mitigate these IT risks, we have adopted and implemented the National Institute of Standards and Technology
(NIST) cybersecurity framework. Additionally, our Technology department requires each employee upon hire and at least annually thereafter to successfully
complete an online security awareness training course. Further, all employees are required to complete bi-monthly micro training modules. Our Technology
department conducts periodic simulated social engineering exercises that may include, but are not limited to, phishing (e-mail), vishing (voice), smishing (SMS),
USB testing, and physical assessments. These tests are conducted at random throughout the year with no set schedule or frequency. Additionally, we may conduct
targeted exercises against specific departments or individuals based on a risk determination. From time to time our employees may be required to complete
additional cyber awareness training courses or receive personalized training from our Technology department staff based on outcomes of random testing or as part
of a risk-based assessment.
To further address IT security, the Audit Committee and the current chairperson of the Company’s nominating and corporate governance committee of the
board of directors, an independent director with information security experience, provides board level oversight of information security and receives quarterly
information security reports from our Technology department, while the full board of directors typically receives information security updates annually from senior
leadership. Over the prior three years the Company has not been subject to any material information security breaches to our knowledge, has not incurred any
material financial harm from information security breaches, nor has the Company been subject to any material information security breaches or expenses to our
knowledge since our initial formation.
Lastly, on a quarterly basis we conduct third-party internal and external vulnerability assessments from our cybersecurity firm leveraging the Common
Vulnerability Scoring System (CVSS), and on an annual basis we conduct third party physical and cyber penetration testing with an information security company
that specializes in conducting such tests. We currently maintain insurance policies to insure against breaches of network security, privacy liability, media liability,
data incident response expenses, cyber related business interruption, and cyber extortion, although there is no guaranty that the insurance limits and coverage will
be sufficient to cover any loss.
Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various
measures to manage the risk of a security breach or disruption, including the engagement of independent third party consultants to analyze and remediate any
vulnerabilities, implementation of software and systems intended to monitor systems and devices on our network to reduce the risk of IT security breaches and
improve our ability to detect a breach, the engagement of a cyber forensics company who can assist our investigation in the event of a breach, and ongoing cyber
security education and training for employees throughout the year, there can be no assurance that our security efforts and measures will be effective or that
attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain
potentially vulnerable because the techniques used in such attempted security breaches evolve and may not be recognized until after being launched against a
target, and in some cases, are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to
implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.
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Risks Related To Our Capital Structure
Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all.
In order to qualify and maintain our qualification as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of
our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to federal
and state corporate income tax to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid
deduction, including any net capital gains. Because of these distribution requirements, we are highly dependent on third-party sources to fund capital needs,
including any necessary acquisition financing. We may not be able to obtain such financing on favorable terms or at all and any additional debt we incur will
increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on:
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general market conditions;
the market’s perception of our growth potential;
our current debt levels;
our current and expected future earnings;
our cash flow and cash distributions; and
the trading price of our common stock.
In prior years, the capital markets have been subject to periodic disruptions. Our inability to obtain capital when needed could have a material adverse
effect on our ability to expand our business, implement our growth plan and fund other cash requirements. If we cannot obtain capital from third-party sources on
favorable terms or at all when desired, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs
of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.
To the extent that capital is not available to acquire properties, profits may not be realized or their realization may be delayed, which could result in an earnings
stream that is less predictable than some of our competitors and result in us not meeting our projected earnings and distributable cash flow levels in a particular
reporting period. Failure to meet our projected earnings and distributable cash flow levels in a particular reporting period could have an adverse effect on our
financial condition and on the market price of our stock.
Some of our financing arrangements involve balloon payment obligations, which may adversely affect our financial condition and our ability to make
distributions.
Some of our financing arrangements require us to make a lump-sum or “balloon” payment at maturity. See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Liquidity and Capital Resources.” Our ability to satisfy a balloon payment at maturity is uncertain and may
depend upon our ability to obtain additional financing or our ability to sell the property. At the time the balloon payment is due, we may or may not be able to
refinance the existing financing on terms as favorable as the original loan or sell the property at a price sufficient to satisfy the balloon payment. Such a refinancing
or sale could affect the rate of return to stockholders and the projected time of disposition of our assets.
Our debt level reduces cash available for distribution and may expose us to the risk of default under our debt obligations.
Payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our properties or to pay the dividends necessary
to maintain our REIT qualification. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences,
including the following:
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our cash flow may be insufficient to meet our required principal and interest payments;
• we may be unable to borrow additional funds as needed or on favorable terms;
• we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original
indebtedness;
• we may be forced to dispose of one or more of our properties, possibly on unfavorable terms or in violation of certain covenants to which we may be
subject;
• we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations and, in some cases
commence foreclosure proceedings on one or more of our properties; and
•
our default under any loan with cross default provisions could result in a default on other indebtedness.
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Any loan defaults or property foreclosures may impact our ability to access capital in the future on favorable terms or at all, as well as our relationships
with and/or perception among lenders, investors, tenants, brokers, analysts, vendors, employees and other parties. Furthermore, foreclosures could create taxable
income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors That May Influence Future Results of Operations.”
Mortgage and other secured debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group
of properties subject to mortgage debt.
Incurring mortgage and other secured debt obligations increases our risk of property losses because defaults on indebtedness secured by properties may
result in foreclosure actions initiated by lenders, and ultimately our loss of the property securing any loans for which we are in default. Any foreclosure on a
mortgaged property or group of properties could adversely affect the overall value of our portfolio of properties. For tax purposes, a foreclosure on any of our
properties that is subject to a nonrecourse mortgage loan would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt
secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income
on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code.
Failure to hedge effectively against interest rate changes may adversely affect us.
Subject to the rules related to maintaining our qualification as a REIT, we may enter into hedging transactions to protect us from the effects of interest rate
fluctuations on floating rate debt. As of December 31, 2022, we have interest rate swaps with a combined notional value of $300.0 million in place for the purpose
of mitigating our exposure to fluctuations in short-term interest rates. For additional details related to our interest rate swap activity, see Note 7 to our consolidated
financial statements included in Item 15 of this Report on Form 10-K.
Our future hedging transactions may include entering into additional interest rate cap agreements or interest rate swap agreements. These agreements
involve risks, such as the risk that such arrangements would not be effective in reducing our exposure to interest rate changes or that a court or regulatory agency
could find that such an agreement is not legally enforceable or fails to satisfy other legal requirements. In addition, interest rate hedging can be expensive,
particularly during periods of rising and volatile interest rates. Hedging could reduce the overall returns on our investments. In addition, while such agreements
would be intended to lessen the impact of rising interest rates on us, they could also expose us to the risk that the other parties to the agreements would not
perform, we could incur significant costs associated with the settlement of the agreements or that the underlying transactions could fail to qualify as highly
effective cash flow hedges under Financial Accounting Standards Board, or FASB, Accounting Standards Codification (“ASC”), Topic 815, Derivatives and
Hedging. Further, our derivatives counterparties may be subject to new capital, margin and business conduct requirements imposed as a result of the legislation,
which may increase our transaction costs or make it more difficult for us to enter into additional hedging transactions on favorable terms. Our inability to enter into
future hedging transactions on favorable terms, or at all, could increase our operating expenses and put us at increased exposure to interest rate risks.
Our unsecured credit facility, unsecured notes and certain of our other secured loans contain, and any other future indebtedness we incur may contain,
various covenants, including business activity restrictions, and the failure to comply with those covenants could materially adversely affect us.
Our unsecured credit facility, unsecured notes and certain of our other secured loans contain, and any other future indebtedness we incur may contain,
certain covenants, which, among other things, restrict our activities, including, as applicable, our ability to sell the underlying property without the consent of the
holder of such indebtedness, to repay or defease such indebtedness, to incur additional indebtedness, to make certain investments or capital expenditures or to
engage in mergers or consolidations that result in a change in control of our company. We are also subject to financial and operating covenants including, as
applicable, requirements to maintain certain financial coverage ratios and restrictions on our ability to make distributions to stockholders. Failure to comply with
any of these covenants would likely result in a default under the applicable indebtedness that would permit the acceleration of amounts due thereunder and under
other indebtedness and foreclosure of properties, if any, serving as collateral therefor.
The business activity limitations contained in the various covenants will restrict our ability to engage in some business activities that may otherwise be in
our best interests. In addition, our unsecured credit facility, unsecured notes and secured term loan contain specific cross-default provisions with respect to
specified other indebtedness, giving the lenders the right to declare a default if we are in default under other loans in some circumstances.
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We have allocated a portion and may allocate the remaining net proceeds from the offering of our $400,000,000 aggregate principal amount of
2.150% Senior Notes due 2031 in ways investors may not agree and in ways that may not earn a profit.
The remaining net proceeds from the offering of $400.0 million of 2.150% Senior Notes due 2031 (the “$400 Million Notes due 2031”) are expected to
be to one or more Eligible Green Projects (as defined below), which may include the repositioning or redevelopment of such projects. The net proceeds were
initially used to repay our $225.0 million unsecured term loan facility due 2023, to fund the redemption of all shares of our Series A Preferred Stock, and
acquisition activities. We have since allocated a portion and intend to allocate the remaining net proceeds from the offering to Eligible Green Projects.
There can be no assurance that the Eligible Green Projects to which we allocate the net proceeds from the $400 Million Notes due 2031 will meet investor
criteria and expectations regarding environmental impact and sustainability performance. In particular, no assurance is given that any such Eligible Green Projects
will satisfy, whether in whole or in part, any present or future investor expectations or requirements in regards to any investment criteria or guidelines with which
such investor or its investments are required to comply, whether by any present or future applicable law or regulations or by their own bylaws or other governing
rules or investment portfolio mandates (in particular with regard to any direct or indirect environmental, sustainability or social impact of the Eligible Green
Projects). Adverse environmental or social impacts may occur during the design, construction and operation of the projects or the projects may become
controversial or criticized by activist groups or other stakeholders.
“Eligible Green Projects” are defined as:
• Green Buildings. Expenditures related to real estate projects that have received or are expected to receive third-party sustainable certifications or
verification, such as Energy Star 75+, LEED Certified or higher, Net Zero certifications, or equivalent certification. Expenditures may include design,
development, construction, materials, equipment and certification costs.
•
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Energy Efficiency. Expenditures related to design, construction, operation and maintenance of energy efficiency of buildings, building subsystems or land,
which improve energy efficiency by at least 30%, including efficient LED lighting, HVAC, cool roofing, water conservation systems and energy
management systems.
Renewable Energy. Expenditures related to investments in renewable energy, including on-site or off-site renewable energy investments such as wind,
solar and battery storage systems.
Risks Related to the Real Estate Industry
Our performance and value are subject to risks associated with real estate assets and the real estate industry.
Our ability to pay expected dividends to our stockholders depends on our ability to generate revenues in excess of expenses, scheduled principal payments
on debt and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may
decrease cash available for distribution and the value of our properties. These events include many of the risks set forth above under “—Risks Related to Our
Business and Operations,” as well as the following:
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local oversupply in connection with increased vacancies or reduction in demand for industrial space;
adverse changes in financial conditions of buyers, sellers and tenants of properties;
vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements,
early termination rights or below-market renewal options, and the need to periodically repair, renovate and re-lease space;
increased operating costs, including insurance premiums, utilities, real estate taxes and state and local taxes;
civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes, floods and wildfires, which may result in uninsured or
underinsured losses;
decreases in the market value of our properties;
changing submarket demographics; and
changing traffic patterns.
In addition, periods of economic downturn or recession, rising interest rates or declining demand for real estate, or the public perception that any of these
events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases.
Illiquidity of real estate investments could significantly impede our ability to sell a property if and when we decide to do so or to respond to adverse changes in
the performance of our properties and harm our financial condition.
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The real estate investments made, and to be made, by us are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more
properties in our portfolio in response to changing economic, financial and investment conditions is limited. Our ability to dispose of properties on advantageous
terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our
properties. Due to the uncertainty of market conditions which may affect the future disposition of our properties, we cannot assure you that we will be able to sell
any properties identified for sale at favorable pricing and may not receive net income from the transaction.
Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We
may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be
unable to complete any exit strategy. In particular, our ability to dispose of one or more properties within a specific time period is subject to certain limitations
imposed by our Tax Matters Agreements (as defined below), as well as weakness in or even the lack of an established market for a property, changes in the
financial condition or prospects of prospective purchasers, changes in national or international economic conditions, and changes in laws, regulations or fiscal
policies of jurisdictions in which the property is located.
In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. In
particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of
business (by imposing a 100% prohibited transaction tax on REITs on profits derived from sales of properties held primarily for sale in the ordinary course of
business), which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to vary our portfolio
in response to economic or other conditions promptly or on favorable terms.
Declining real estate valuations and impairment charges could materially adversely affect us.
We review the carrying value of our properties when circumstances, such as adverse market conditions, indicate a potential impairment may exist. We
base our review on an estimate of the future cash flows (excluding interest charges) expected to result from the property’s use and eventual disposition on an
undiscounted basis. We consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other
factors. If our evaluation indicates that we may be unable to recover the carrying value of a real estate investment, an impairment loss will be recorded to the extent
that the carrying value exceeds the estimated fair value of the property.
Impairment losses have a direct impact on our operating results, because recording an impairment loss results in a negative adjustment to our publicly
reported operating results. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental
rates and capital requirements that could differ materially from actual results in future periods. A worsening real estate market may cause us to reevaluate the
assumptions used in our impairment analysis.
Acquired properties may be located in new markets where we may face risks associated with investing in an unfamiliar market.
In the past we have acquired properties located in markets that are new to us. For example, our predecessor business acquired properties in Arizona and
Illinois as part of an acquisition of a portfolio of properties that included properties located in our target markets. When we acquire properties located in new
markets, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and
unfamiliarity with local government and permitting procedures. In the past when we have acquired properties outside of our focus market, we have subsequently
divested those properties, and at this time we expect to continue this practice.
We may choose not to distribute the proceeds of any sales of real estate to our stockholders, which may reduce the amount of our cash distributions to
stockholders.
We may choose not to distribute any proceeds from the sale of real estate investments to our stockholders. Instead, we may elect to use such proceeds to:
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acquire additional real estate investments;
repay debt;
create working capital reserves; or
• make repairs, maintenance, tenant improvements or other capital improvements or expenditures on our other properties.
Any decision to retain or invest the proceeds of any sales, rather than distribute such proceeds to our stockholders, may reduce the amount of cash
distributions to equity holders.
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If any of our insurance carriers becomes insolvent, we could be adversely affected.
We carry several different lines of insurance, placed with several large insurance carriers that we believe have good ratings at the time our policies are put
into effect. If any one of these large insurance carriers were to become insolvent, we would be forced to replace the existing insurance coverage with another
suitable carrier, and any outstanding claims would be at significant risk for collection. In such an event, we cannot be certain that we would be able to replace the
coverage at similar or otherwise favorable terms. Replacing insurance coverage at unfavorable rates and the potential of uncollectible claims due to carrier
insolvency would likely adversely affect us.
Our property taxes could increase due to property tax rate changes or reassessment, which could adversely impact our cash flows.
Even if we qualify as a REIT for federal income tax purposes, we will be required to pay some state and local taxes on our properties. The real property
taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. All our properties located in
California may be reassessed as a result of various factors including, without limitation, changes in California laws that contain certain limitations on annual
increases of assessed value of real property. In recent years, there have been calls for a so called “split roll” under which commercial and industrial property
owners would no longer receive the benefits of California Proposition 13 caps to property tax increases. During the November 2020 election, there was a
California ballot initiative to create such a “split roll” and remove the property tax increase caps for commercial and industrial real estate. This ballot initiative
failed by a margin of less than four percent. However, there is a risk future ballot initiatives will succeed. If the property taxes we pay increase, our cash flow
would be adversely impacted to the extent that we are not reimbursed by tenants for those taxes.
We face certain risks in connection with Section 1031 Exchanges.
We often dispose of properties in transactions that are intended to qualify for federal income tax deferral as a “like-kind exchange” under Section 1031 of
the Code (a “1031 Exchange”). It is possible that a transaction intended to qualify as a 1031 Exchange could later be determined to have been taxable or that we
may be unable to identify and complete the acquisition of a suitable replacement property to complete a 1031 Exchange. If this occurs, we could face adverse tax
consequences. Additionally, it is possible that legislation could be enacted that could modify or repeal the laws with respect to 1031 Exchanges, which could
impact our ability to dispose of properties on a tax deferred basis.
We could incur significant costs related to government regulation and litigation over environmental matters.
Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may
be liable for costs and damages resulting from the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or
migrating to or from such property, including costs to investigate, clean up such contamination and liability for harm to natural resources. Such laws often impose
liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and
several. These liabilities could be substantial and the cost of any required remediation, removal, fines or other costs could exceed the value of the property and in
some cases our aggregate net asset value. In addition, the presence of contamination or the failure to remediate contamination at our properties may expose us to
third-party liability for costs of remediation and/or personal, property, or natural resources damage or materially adversely affect our ability to sell, lease or
develop our properties or to borrow using the properties as collateral. In addition, environmental laws may create liens on contaminated sites in favor of the
government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may
impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures.
We obtain Phase I, or Phase II as appropriate and permitted by the seller, or similar environmental site assessments conducted by independent
environmental consultants on most of our properties at the time of their acquisition or in connection with subsequent financings, however, these assessments are
limited in scope and are not updated in the ordinary course of business absent a specific need and therefore, may not reveal all environmental conditions affecting a
property. This may expose us to liability related to unknown or unanticipated environmental matters. Unless required by applicable laws or regulations, we may
not further investigate, remedy or ameliorate the liabilities disclosed in the existing Phase I’s or similar environmental site assessments, and this failure may expose
us to liability in the future. While we maintain portfolio environmental and some site-specific insurance policies, they may be insufficient to cover any such
environmental costs and liabilities.
Some of our properties have been or may be impacted by contamination arising from current or prior uses of the property, or adjacent properties, for
commercial or industrial purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such
material known or suspected to exist at a number of our properties
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which may result in further investigation, remediation, or deed restrictions. Further, certain of our properties are adjacent to or near other properties that have
contained or currently contain petroleum or other hazardous substances, or at which others have engaged or may engage in activities that may release such
hazardous substances. Adjacent property uses are identified in standard ASTM procedures in Phase I environmental studies, and if warranted based on adjacent
property concerns a Phase II environmental study may be obtained. In addition to a blanket environmental insurance policy, as needed, we may obtain
environmental insurance policies on commercially reasonable terms that provide coverage for potential environmental liabilities, subject to the policy’s coverage
conditions and limitations. However, these policies are subject to certain limits, deductibles and exclusions, and insurance may not fully compensate us for any
environmental liability. From time to time, we may acquire properties with known adverse environmental conditions where we believe that the environmental
liabilities associated with these conditions are quantifiable and that the acquisition will yield a superior risk-adjusted return. We usually perform a Phase I
environmental site assessment at any property we are considering acquiring. Phase I environmental site assessments are limited in scope and do not involve
sampling of soil, soil vapor, or groundwater, and these assessments may not include or identify all potential environmental liabilities or risks associated with the
property. Even where subsurface investigation is performed, it can be very difficult to ascertain the full extent of environmental contamination or the costs that are
likely to flow from such contamination. We cannot assure you that the Phase I environmental site assessment or other environmental studies identified all potential
environmental liabilities, or that we will not face significant remediation costs or other environmental contamination that makes it difficult to sell any affected
properties. Also, we have not always implemented actions recommended by these assessments, and recommended investigation and remediation of known or
suspected contamination has not always been performed. Contamination may exist at many of our properties, and governmental regulators or third parties could
seek to force us to contribute to investigation or remediation or known or suspected contamination. As a result, we could potentially incur material liability for
these issues.
Environmental laws also govern the presence, maintenance and removal of asbestos-containing building materials, or ACBM, and may impose fines and
penalties for failure to comply with these requirements. Such laws require that owners or operators of buildings containing ACBM (and employers in such
buildings) properly manage and maintain the asbestos, adequately notify or train those who may come into contact with asbestos, and undertake special
precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building. In addition, the presence of
ACBM in our properties may expose us to third-party liability (e.g., liability for personal injury associated with exposure to asbestos).
In addition, the properties in our portfolio also are subject to various federal, state and local environmental, health and safety requirements, such as state
and local fire requirements. Moreover, some of our tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at our
properties, which are subject to regulation. Such environmental, health and safety laws and regulations could subject us or our tenants to liability resulting from
these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to us. In addition, changes in laws could increase the potential
liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect our operations, or those of
our tenants, which could in turn have an adverse effect on us. Further, these environmental, health and safety laws could become more stringent in the future, and
this could subject us or our tenants to new or greater liability.
We cannot assure you that remedial measures and other costs or liabilities incurred as a result of environmental issues will be immaterial to our overall
financial position. If we do incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to sell any
affected properties.
Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of
remediation.
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains
undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from
inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor
exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other
reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation
program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of
significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal
injury is alleged to have occurred.
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We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties.
Our properties are subject to various covenants and federal, state and local laws and regulatory requirements, including permitting and licensing
requirements. Local regulations, including municipal or local ordinances and zoning restrictions, may restrict our use of our properties and may require us to obtain
approval from local officials of community standards organizations at any time with respect to our properties, including prior to acquiring a property or when
undertaking renovations to any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic or hazardous material
abatement requirements. There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future
acquisitions or renovations, or that additional regulations will not be adopted that increase such delays or result in additional costs. Our growth strategy may be
affected by our ability to obtain permits, licenses and zoning relief.
In addition, federal and state laws and regulations, including laws such as the Americans with Disabilities Act and parallel California Statutes, or ADA,
and the Fair Housing Amendment Act of 1988, or FHAA, impose further restrictions on our properties and operations. Under the ADA and the FHAA, all public
accommodations must meet federal requirements related to access and use by disabled persons. Some of our properties may currently be in non-compliance with
the ADA or the FHAA. If one or more of the properties in our portfolio is not in compliance with the ADA, the FHAA or any other regulatory requirements, we
may be required to incur additional costs to bring the property into compliance, including the removal of access barriers, and we might incur governmental fines or
the award of damages to private litigants. In addition, we do not know whether existing requirements will change or whether future requirements will require us to
make significant unanticipated expenditures.
Furthermore, while leases with our tenants generally include provisions to obligate the tenants to comply with all laws and operate within a defined use,
there is no guaranty that the tenants will comply with the terms of their leases. We may incur costs to bring a property into legal compliance even though the tenant
may have been contractually required to comply and pay for the cost of compliance. Our tenants may disregard the use restrictions contained in the leases and
conduct operations not contemplated by the lease, such as prohibited uses related to cannabis or highly hazardous uses, for example, despite our efforts to prohibit
certain uses.
Under California energy efficiency standards, enacted and periodically amended, including, without limitation, Title 24 or The Energy Efficiency
Standards for Residential and Nonresidential Buildings, building owners may incur increased costs to renovate properties in order to meet changing energy
efficiency standards and make energy usage disclosures. If we are required to make unanticipated expenditures or substantial modifications to our properties, our
financial condition, cash flows, results of operations, the market price of our shares of common stock and preferred stock and our ability to make distributions to
our stockholders could be adversely affected. We may incur additional costs collecting and reporting energy usage data from our tenants and properties in order to
comply with such energy efficiency standards.
Risks Related to Our Organizational Structure
Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of common units, which may
impede business decisions that could benefit our stockholders.
Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our Operating
Partnership or any partner thereof, on the other. Our directors and officers have duties to our company under Maryland law in connection with their management of
our company. At the same time, we, as the general partner of our Operating Partnership, have fiduciary duties and obligations to our Operating Partnership and its
limited partners under Maryland law and the partnership agreement of our Operating Partnership in connection with the management of our Operating Partnership.
Our fiduciary duties and obligations as the general partner of our Operating Partnership may come into conflict with the duties of our directors and officers to our
company.
Under Maryland law, a general partner of a Maryland limited partnership has fiduciary duties of loyalty and care to the partnership and its partners and
must discharge its duties and exercise its rights as general partner under the partnership agreement or Maryland law consistent with the obligation of good faith and
fair dealing. The partnership agreement provides that, in the event of a conflict between the interests of our Operating Partnership or any partner, on the one hand,
and the separate interests of our company or our stockholders, on the other hand, we, in our capacity as the general partner of our Operating Partnership, may give
priority to the separate interests of our company or our stockholders (including with respect to tax consequences to limited partners, assignees or our stockholders),
and, in the event of such a conflict, any action or failure to act on our part or on the part of our directors that gives priority to the separate interests of our company
or our stockholders that does not result in a violation of the contract rights of the limited partners of our Operating Partnership under its partnership agreement does
not violate the duty of loyalty or any other duty that we, in our capacity as the general partner of our Operating Partnership, owe to our Operating Partnership and
its partners or violate the obligation of good faith and fair dealing.
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Additionally, the partnership agreement provides that we generally will not be liable to our Operating Partnership or any partner for any action or
omission taken in our capacity as general partner, for the debts or liabilities of our Operating Partnership or for the obligations of the Operating Partnership under
the partnership agreement, except for liability for our fraud, willful misconduct or gross negligence, pursuant to any express indemnity we may give to our
Operating Partnership or in connection with a redemption. Our Operating Partnership must indemnify us, our directors and officers, officers of our Operating
Partnership and our designees from and against any and all claims that relate to the operations of our Operating Partnership, unless (1) an act or omission of the
person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) the person
actually received an improper personal benefit in violation or breach of the partnership agreement or (3) in the case of a criminal proceeding, the indemnified
person had reasonable cause to believe that the act or omission was unlawful. Our Operating Partnership must also pay or reimburse the reasonable expenses of
any such person in advance of a final disposition of the proceeding upon its receipt of a written affirmation of the person’s good faith belief that the standard of
conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person
did not meet the standard of conduct for indemnification. Our Operating Partnership is not required to indemnify or advance funds to any person with respect to
any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to
indemnification under the partnership agreement) or if the person is found to be liable to our Operating Partnership on any portion of any claim in the action. No
reported decision of a Maryland appellate court has interpreted provisions similar to the provisions of the partnership agreement of our Operating Partnership that
modify and reduce our fiduciary duties or obligations as the general partner or reduce or eliminate our liability to our Operating Partnership and its partners, and
we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the partnership agreement that purport to modify or reduce the
fiduciary duties and obligations that would be in effect were it not for the partnership agreement.
Some of our directors and executive officers have outside business interests, including interests in real estate-related businesses, and, therefore, may have
conflicts of interest with us.
Certain of our executive officers and directors have outside business interests, including interests in real estate-related businesses, and may own equity
securities of public and private real estate companies. Our executive officers’ and directors’ interests in these entities could create a conflict of interest, especially
when making determinations regarding our renewal of leases with tenants subject to these leases. Our executive officers’ involvement in other businesses and real
estate-related activities could divert their attention from our day-to-day operations, and state law may limit our ability to enforce any non-compete agreements.
We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval.
Our board of directors, without stockholder approval, has the power under our charter to amend our charter to increase the aggregate number of shares of
stock or the number of shares of stock of any class or series that we are authorized to issue, to authorize us to issue authorized but unissued shares of our common
stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and set
the terms of such newly classified or reclassified shares. As a result, we may issue classes or series of common stock or preferred stock with preferences, powers
and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock. Although our board of directors has no
such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a
transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other
change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
Certain provisions of the Maryland General Corporation Law (“MGCL”), may have the effect of inhibiting a third party from making a proposal to
acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to
realize a premium over the then-prevailing market price of such shares, including:
•
“Business combination” provisions that, subject to certain exceptions, prohibit certain business combinations between us and an “interested
stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate or associate of
ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within
the two-year period immediately prior to the date in question) or an affiliate thereof for five years after the most recent date on
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which the stockholder becomes an interested stockholder, and thereafter impose fair price or supermajority stockholder voting requirements on these
combinations; and
•
“Control share” provisions that provide that holders of “control shares” of our company (defined as shares that, when aggregated with other shares
controlled by the stockholder, entitle the stockholder to exercise voting power in the election of directors within one of three increasing ranges)
acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of the voting power of issued and
outstanding “control shares,” subject to certain exceptions) have no voting rights with respect to their control shares, except to the extent approved by
our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
As permitted by the MGCL, our bylaws provide that we will not be subject to the control share provisions of the MGCL and our board of directors has, by
resolution, exempted us from the business combination between us and any other person. However, we cannot assure you that our board of directors will not revise
the bylaws or such resolution in order to be subject to such business combination and control share provisions in the future. Notwithstanding the foregoing, an
alteration or repeal of the board resolution exempting such business combinations will not have any effect on any business combinations that have been
consummated or upon any agreements existing at the time of such modification or repeal.
Certain provisions of the MGCL permit the board of directors of a Maryland corporation with at least three independent directors and a class of stock
registered under the Exchange Act without stockholder approval and regardless of what is currently provided in its charter or bylaws, to implement certain
corporate governance provisions, some of which (for example, a classified board) are not currently applicable to us. These provisions may have the effect of
limiting or precluding a third party from making an unsolicited acquisition proposal for our company or of delaying, deferring or preventing a change in control
under circumstances that otherwise could provide the holders of shares of our stock with the opportunity to realize a premium over the then current market price.
Our charter contains a provision whereby it elects to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on the board
of directors.
Certain provisions in the partnership agreement of our Operating Partnership may delay or prevent unsolicited acquisition of us.
Provisions of the partnership agreement of our Operating Partnership may delay or make more difficult unsolicited acquisitions of us or changes of our
control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some
stockholders or limited partners might consider such proposals, if made, desirable. These provisions include, among others:
•
•
•
•
•
redemption rights of qualifying parties;
a requirement that we may not be removed as the general partner of our Operating Partnership without our consent;
transfer restrictions on common units;
our ability, as general partner, in some cases, to amend the partnership agreement and to cause our Operating Partnership to issue additional
partnership interests with terms that could delay, defer or prevent a merger or other change of control of us or our Operating Partnership without the
consent of our stockholders or the limited partners; and
the right of the limited partners to consent to certain transfers of our general partnership interest (whether by sale, disposition, statutory merger or
consolidation, liquidation or otherwise).
Our charter and bylaws, the partnership agreement of our Operating Partnership and Maryland law also contain other provisions that may delay, defer or
prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best
interest.
Tax Matters Agreements limit our ability to sell or otherwise dispose of certain properties, even though a sale or disposition may otherwise be in our
stockholders’ best interest.
In connection with certain tax-deferred property contribution transactions in exchange for partnership interests in our Operating Partnership and also in
connection with our formation transactions, we entered into tax matters agreements (the “Tax Matters Agreements”) with certain limited partners of our Operating
Partnership, including Messrs. Ziman, Schwimmer and Frankel in connection with the IPO, that provide that if we dispose of any interest with respect to certain
properties in our portfolio in a taxable transaction during a certain period after the applicable transaction, our Operating Partnership will indemnify such limited
partners for their tax liabilities attributable to their share of the built-in gain that existed with respect to such property interest as of the time of the applicable
transaction and tax liabilities incurred as a result of the indemnification payment. These Tax Matters Agreements generally provide that, subject to certain
exceptions and limitations, the indemnification rights under the
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agreement will terminate for any such protected partner that sells, exchanges or otherwise disposes of more than 50% of his or her common units or other
applicable units. We have no present intention to sell or otherwise dispose of these properties or interest therein in taxable transactions during the restriction period.
If we were to trigger the tax protection provisions under any such agreement, our Operating Partnership would be required to pay damages in the amount of the
taxes owed by these limited partners (plus, in some cases, additional damages in the amount of the taxes incurred as a result of such payment). As a result,
although it may otherwise be in our stockholders’ best interest that we sell one of these properties, it may be economically prohibitive for us to do so because of
these obligations.
Tax Matters Agreements may require our Operating Partnership to maintain certain debt levels that otherwise would not be required to operate our business.
Certain Tax Matters Agreements provide that, during a certain period after the applicable transaction (in the case of the IPO, the period beginning from
the date of the completion of our IPO (July 24, 2013) through the period ending on the twelfth anniversary of our IPO (July 24, 2025)), our Operating Partnership
will offer certain limited partners the opportunity to guarantee its debt, and following such period, our Operating Partnership will use commercially reasonable
efforts to provide such limited partners who continue to own at least 50% of the common units or other applicable units they originally received in the applicable
transactions with debt guarantee opportunities. Our Operating Partnership will be required to indemnify such limited partners for their tax liabilities resulting from
our failure to make such opportunities available to them (plus, in some cases, an additional amount equal to the taxes incurred as a result of such indemnity
payment). Among other things, this opportunity to guarantee debt is intended to allow the participating limited partners to defer the recognition of gain in
connection with the applicable transactions. These obligations may require us to maintain more or different indebtedness than we would otherwise require for our
business.
Our board of directors may change our investment and financing policies without stockholder approval and we may become more highly leveraged, which may
increase our risk of default under our debt obligations.
Our investment and financing policies are exclusively determined by our board of directors. Accordingly, our stockholders do not control these policies.
Further, our charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our board of directors may alter or
eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged which could
result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies,
including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to
interest rate risk, real estate market fluctuations and liquidity risk.
Our rights and the rights of our stockholders to take action against our directors and officers are limited.
As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and our stockholders for money damages, except for
liability resulting from:
•
•
actual receipt of an improper benefit or profit in money, property or services; or
active and deliberate dishonesty by the director or officer that was established by a final judgment and was material to the cause of action
adjudicated.
In addition, our charter authorizes us to obligate our company, and our bylaws require us, to indemnify our directors and officers for actions taken by
them in those and certain other capacities to the maximum extent permitted by Maryland law in effect from time to time. Generally, Maryland law permits a
Maryland corporation to indemnify its present and former directors and officers except in instances where the person seeking indemnification acted in bad faith or
with active and deliberate dishonesty, actually received an improper personal benefit in money, property or services or, in the case of a criminal proceeding, had
reasonable cause to believe that his or her actions were unlawful. Under Maryland law, a Maryland corporation also may not indemnify a director or officer in a
suit by or on behalf of the corporation in which the director or officer was adjudged liable to the corporation or for a judgment of liability on the basis that a
personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to
indemnification, even though the director or officer did not meet the prescribed standard of conduct; however, indemnification for an adverse judgment in a suit by
us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. As a result, we and our
stockholders may have more limited rights against our directors and officers than might otherwise exist. Accordingly, in the event that actions taken in good faith
by any of our directors or officers impede the performance of our company, our stockholders’ ability to recover damages from such director or officer will be
limited.
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We are a holding company with no direct operations and, as such, we will rely on funds received from our Operating Partnership to pay liabilities, and the
interests of our stockholders will be structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries.
We are a holding company and conduct substantially all of our operations through our Operating Partnership. We do not have, apart from an interest in
our Operating Partnership, any independent operations. As a result, we rely on distributions from our Operating Partnership to continue to pay any dividends we
might declare on shares of our common stock. We also rely on distributions from our Operating Partnership to meet any of our obligations, including any tax
liability on taxable income allocated to us from our Operating Partnership. In addition, because we are a holding company, stockholder claims will be structurally
subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our Operating Partnership and its subsidiaries. Therefore,
in the event of our bankruptcy, liquidation or reorganization, our assets and those of our Operating Partnership and its subsidiaries will be available to satisfy the
claims of our stockholders only after all of our and our Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.
Our Operating Partnership may issue additional common units to third parties without the consent of our stockholders, which would reduce our ownership
percentage in our Operating Partnership and would have a dilutive effect on the amount of distributions made to us by our Operating Partnership and,
therefore, the amount of distributions we can make to our stockholders.
As of December 31, 2022, we owned 96.2% of the outstanding common units in our Operating Partnership and we may, in connection with future
acquisitions of properties or otherwise, cause our Operating Partnership to issue additional common units to third parties. In addition, in connection with our
issuances of preferred stock, our Operating Partnership has issued to us preferred units and may issue additional preferred units to us in the future. Furthermore, the
Operating Partnership has issued and in the future may issue additional common units and/or preferred units to third parties in connection with acquisitions or
otherwise. Existing preferred units have and any future preferred units may have preferences, powers and rights, voting or otherwise, that are senior to, or
otherwise conflict with the common units and are structurally senior to our common stock. Such issuances would reduce our ownership percentage in our
Operating Partnership and affect the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to
our stockholders.
Risks Related to Our Status as a REIT
Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the per share trading price of our common stock.
We have elected to be taxed as a REIT for federal income tax purposes commencing with our initial taxable year ended December 31, 2013. We intend to
continue to meet the requirements for taxation as a REIT. We have not requested and do not plan to request a ruling from the Internal Revenue Service (“IRS”)
that we qualify as a REIT, and the statements in this Form 10-K are not binding on the IRS or any court. Therefore, we cannot guarantee that we will qualify as a
REIT, or that we will remain qualified as such in the future. If we were to fail to qualify as a REIT in any taxable year, we will face serious tax consequences that
would substantially reduce the funds available for distribution to you for each of the years involved because:
• we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to regular federal
corporate income tax;
• we also could be subject to the federal alternative minimum tax for tax years prior to 2018 and possibly increased state and local taxes; and
•
unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the
year during which we were disqualified.
Any such corporate tax liability could be substantial and would reduce our cash available for, among other things, our operations and distributions to
stockholders. In addition, if we fail to qualify as a REIT, we will not be required to make distributions to our stockholders. As a result of all these factors, our
failure to qualify as a REIT also could impair our ability to expand our business and raise capital and could materially and adversely affect the value of our
common stock.
Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and
administrative interpretations. The complexity of these provisions and of the applicable Treasury regulations that have been promulgated under the Code, or the
Treasury Regulations, is greater in the case of a REIT that, like us, holds its assets through a partnership. The determination of various factual matters and
circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of requirements,
including requirements regarding the ownership of our stock, requirements regarding the composition of our assets and requirements regarding the sources of our
gross income. Also, we must make distributions to stockholders aggregating annually at
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least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. In addition, legislation, new
regulations, administrative interpretations or court decisions may materially adversely affect our investors, our ability to qualify as a REIT for federal income tax
purposes or the desirability of an investment in a REIT relative to other investments.
We own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code (each, a
“Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If
a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to federal income tax, (ii) shares in such Subsidiary REIT
would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we would fail certain of the asset tests applicable
to REITs, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions.
Even if we qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local income, property and excise taxes on our
income or property and, in certain cases, a 100% penalty tax, in the event we sell property in a prohibited transaction as described below. In addition, our taxable
REIT subsidiary will be subject to tax as a regular corporation in the jurisdictions it operates.
If our Operating Partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse
consequences.
We believe that our Operating Partnership will be treated as a partnership for federal income tax purposes. As a partnership, our Operating Partnership
will not be subject to federal income tax on its income. Instead, each of its partners, including us, will be allocated, and may be required to pay tax with respect to,
its share of our Operating Partnership’s income. We cannot assure you, however, that the IRS will not challenge the status of our Operating Partnership or any
other subsidiary partnership in which we own an interest as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the
IRS were successful in treating our Operating Partnership or any such other subsidiary partnership as an entity taxable as a corporation for federal income tax
purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a
REIT. Also, the failure of our Operating Partnership or any subsidiary partnerships to qualify as a partnership could cause it to become subject to federal and state
corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.
Our taxable REIT subsidiaries will be subject to federal income tax, and we will be required to pay a 100% penalty tax on certain income or deductions if our
transactions with our taxable REIT subsidiaries are not conducted on arm’s length terms.
We own an interest in one or more taxable REIT subsidiaries, and may acquire securities in additional taxable REIT subsidiaries in the future. A taxable
REIT subsidiary is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be
treated as a taxable REIT subsidiary. If a taxable REIT subsidiary owns more than 35% of the total voting power or value of the outstanding securities of another
corporation, such other corporation will also be treated as a taxable REIT subsidiary. Other than some activities relating to lodging and health care facilities, a
taxable REIT subsidiary may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A
taxable REIT subsidiary is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between
a taxable REIT subsidiary and its parent REIT that are not conducted on an arm’s length basis.
Not more than 20% of the value of our total assets may be represented by securities of taxable REIT subsidiaries. We anticipate that the aggregate value of the
stock and other securities of any taxable REIT subsidiaries that we own will be less than 20% of the value of our total assets, and we will monitor the value of
these investments to ensure compliance with applicable asset test limitations.
To maintain our REIT qualification, we may be forced to borrow funds during unfavorable market conditions.
To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, determined without regard to
the dividends paid deduction and excluding net capital gains, and we will be subject to regular corporate income taxes to the extent that we distribute less than
100% of our REIT taxable income (determined without regard to the deduction for dividends paid) each year. In addition, we will be subject to a 4% nondeductible
excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital
gain net income and 100% of our undistributed income from prior years. Accordingly, we may not be able to retain sufficient cash flow from operations to meet
our debt service requirements and repay our debt. Therefore, we may need to raise
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additional capital for these purposes, and we cannot assure you that a sufficient amount of capital will be available to us on favorable terms, or at all, when needed.
Further, in order to maintain our REIT qualification and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT
distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among
other things, differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible
capital expenditures, the creation of reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all.
Our access to third-party sources of capital depends on a number of factors, including the market’s perception of our growth potential, our current debt levels, the
per share trading price of our common stock, and our current and potential future earnings. We cannot assure you that we will have access to such capital on
favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends
payable by REITs, however, generally are not eligible for these reduced rates. Under current law, however, U.S. stockholders that are individuals, trusts and estates
generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a
REIT for taxable years beginning before January 1, 2026. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs
(generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends
that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less
attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal
income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of
property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties
that would be characterized as held for sale to customers in the ordinary course of our business, such characterization is a factual determination (unless a sale or
disposition qualifies under certain statutory safe harbors), and no guarantee can be given that the IRS would agree with our characterization of our properties or
that we will always be able to make use of the available safe harbors.
Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.
To qualify as a REIT, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our
income and the amounts we distribute to our stockholders. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset
and income tests or to qualify under certain statutory relief provisions. We also may be required to make distributions to stockholders at disadvantageous times or
when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to: (1) sell assets in
adverse market conditions; (2) borrow on unfavorable terms; or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures
or repayment of debt. Accordingly, satisfying the REIT requirements could have an adverse effect on our business results, profitability and ability to execute our
business plan. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our
lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales
constitute prohibited transactions.
Legislative or other actions affecting REITs could have a negative effect on us.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S.
Department of the Treasury. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us. We cannot predict how
changes in the tax laws might affect our investors or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly
and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an
investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other
entities more attractive relative to an investment in a REIT.
29
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of December 31, 2022, our consolidated portfolio consisted of 356 wholly-owned properties located in Southern California infill markets totaling
approximately 42.4 million rentable square feet.
The table below sets forth relevant information with respect to the operating properties in our consolidated portfolio as of December 31, 2022.
Property
Address
City
Number of
Buildings
Asset Type
Year Built /
(1)
Renovated
Rentable
Square Feet
Los Angeles – Greater San Fernando Valley
Percentage of
Rentable
Square Feet
(2)
Number
of Leases
Occupancy
Annualized
(3)
Base Rent
Percentage of
Total
Annualized Base
Rent
(4)
Total
Annualized
Base Rent per
(5)
Square Foot
1977
31,037
0.1 %
100.0 % $
588,586
0.1 % $
18.96
10635 Vanowen St. Burbank
2980 & 2990 N
San Fernando
Road
901 W. Alameda
Ave.
Burbank
Burbank
9120 Mason Ave.
21040 Nordoff
Street; 9035
Independence
Avenue; 21019 -
21045 Osborne
Street
9171 Oso Avenue
9200 Mason
Avenue
9230 Mason
Avenue
9250 Mason
Avenue
21415-21605
Plummer Street
19900 Plummer
Street
900-920 Allen
Avenue
3550 Tyburn St.,
3332, 3334, 3360,
3368, 3370, 3378,
3380, 3410, 3424
N. San Fernando
Rd.
Chatsworth
Chatsworth
Chatsworth
Chatsworth
Chatsworth
Chatsworth
Chatsworth
Chatsworth
Glendale
Los Angeles
3116 W. Avenue 32 Los Angeles
7900 Nelson Rd.
3340 San Fernando
Road
2800 Casitas
Avenue
12154 Montague
Street
14200-14220
Arminta Street
7815 Van Nuys
Blvd
Los Angeles
Los Angeles
Los Angeles
Pacoima
Panorama
Panorama City
1950 / 2004
130,800
1969 / 2009
44,924
1967 / 1999
319,348
1979 / 1980
153,236
1980
1968
1974
1977
1986
1983
65,560
80,410
54,000
56,292
231,769
43,472
1942 - 1995
68,630
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Light Industrial /
Office
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Light Industrial /
Office
Light Industrial /
Office
Warehouse / Light
Manufacturing
1
2
1
1
7
1
1
1
1
2
1
2
8
1
1
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
1966, 1992,
1993, 1994
474,475
1974
100,500
1998 / 2015
202,905
Warehouse / Excess
Land
—
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse / Excess
Land
1
1
1
1
n/a
1999
1974
2006
1960
—
117,000
123,974
200,003
43,101
30
4
1
3
2
100.0 % $
1,427,291
100.0 % $
1,730,356
100.0 % $
3,044,154
10
90.6 % $
2,021,326
1
1
1
1
3
1
2
25
1
3
—
2
2
1
6
100.0 % $
708,048
100.0 % $
820,182
100.0 % $
434,160
100.0 % $
444,316
82.5 % $
4,899,749
100.0 % $
991,459
100.0 % $
1,105,851
98.9 % $
6,976,028
100.0 % $
1,118,468
100.0 % $
2,180,631
— % $
—
100.0 % $
907,413
100.0 % $
1,658,086
100.0 % $
2,675,378
100.0 % $
675,387
0.3 %
0.1 %
0.8 %
0.4 %
0.2 %
0.2 %
0.1 %
0.1 %
0.5 %
0.1 %
0.2 %
1.1 %
0.2 %
0.5 %
— %
0.3 %
0.3 %
0.5 %
0.1 %
0.3 % $
0.3 % $
0.6 % $
0.4 % $
0.1 % $
0.2 % $
0.1 % $
0.1 % $
0.9 % $
0.2 % $
0.2 % $
1.3 % $
0.2 % $
0.4 % $
— % $
0.2 % $
0.3 % $
0.5 % $
0.1 % $
10.91
38.52
9.53
14.55
10.80
10.20
8.04
7.89
25.63
22.81
16.11
14.87
11.13
10.75
—
7.76
13.37
13.38
15.67
City
Number of
Buildings
Property
Address
14350 Arminta
Street
121-125 N.
Vinedo Ave.
Panorama City
Pasadena
1050 Arroyo Ave.
San Fernando
605 8th Street
San Fernando
525 Park Avenue
1145 Arroyo
Avenue
1150 Aviation
Place
1175 Aviation
Place
1245 Aviation
Place
635 8th Street
24935 & 24955
Avenue Kearny
25413 Rye
Canyon Road
24903 Avenue
Kearny
12838 Saticoy
Street
9750-9770 San
Fernando Road
11076-11078
Fleetwood Street
11308-11350
Penrose Street
15140 & 15148
Bledsoe St., 13065
- 13081 Bradley
Ave.
12772 San
Fernando Road
13943-13955
Balboa Blvd
18310-18330
Oxnard St.
28340 - 28400
Avenue Crocker
28901-28903
Avenue Paine
(6)
29003 Avenue
Sherman
28454 Livingston
Avenue
28510 Industry
Drive
29010 Avenue
Paine
29010 Commerce
Center Drive
29120 Commerce
Center Drive
29125 Avenue
Paine
San Fernando
San Fernando
San Fernando
San Fernando
San Fernando
San Fernando
Santa Clarita
Santa Clarita
Santa Clarita
North
Hollywood
Sun Valley
Sun Valley
Sun Valley
Sylmar
Sylmar
Sylmar
Tarzana
Valencia
Valencia
Valencia
Valencia
Valencia
Valencia
Valencia
Valencia
Valencia
1
1
1
1
1
1
1
1
1
1
2
1
1
1
1
1
1
2
2
1
2
1
1
1
1
1
1
1
1
1
Asset Type
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse / Excess
Land
Industrial Outdoor
Storage
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Light Industrial /
Office
Light Industrial /
Office
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Year Built /
(1)
Renovated
Rentable
Square Feet
Percentage of
Rentable
Square Feet
(2)
Number
of Leases
Occupancy
Annualized
(3)
Base Rent
Percentage of
Total
Annualized Base
Rent
(4)
T
Ann
Base R
Squar
— %
0.1 %
0.2 %
0.1 %
0.2 %
0.4 %
0.3 %
0.2 %
0.3 %
0.2 %
0.3 %
0.1 %
0.5 %
0.2 %
0.1 %
0.1 %
0.4 %
0.3 %
0.3 %
0.5 %
0.2 %
0.2 %
0.5 %
0.2 %
0.3 %
0.1 %
0.2 %
0.3 %
0.3 %
0.4 %
1
1
2
1
2
2
1
1
1
2
2
1
1
1
1
1
7
9
2
2
100.0 % $
311,773
100.0 % $
685,159
100.0 % $
756,310
100.0 % $
688,637
100.0 % $
1,088,981
74.9 % $
1,287,849
100.0 % $
1,358,675
100.0 % $
933,499
100.0 % $
1,130,488
100.0 % $
904,613
100.0 % $
1,337,216
60.2 % $
281,108
100.0 % $
2,067,335
100.0 % $
1,240,820
100.0 % $
568,504
100.0 % $
535,553
100.0 % $
1,584,919
100.0 % $
1,807,297
51.7 % $
1,678,581
76.9 % $
1,779,243
23
98.4 % $
1,428,357
2
2
1
1
1
1
1
2
1
100.0 % $
805,035
100.0 % $
2,245,048
100.0 % $
615,755
100.0 % $
1,795,060
100.0 % $
452,596
100.0 % $
982,720
100.0 % $
1,187,349
100.0 % $
1,319,979
100.0 % $
1,543,507
0.1 % $
0.1 % $
0.1 % $
0.1 % $
0.2 % $
0.2 % $
0.2 % $
0.2 % $
0.2 % $
0.2 % $
0.2 % $
0.1 % $
0.4 % $
0.2 % $
0.1 % $
0.1 % $
0.3 % $
0.3 % $
0.3 % $
0.3 % $
0.3 % $
0.1 % $
0.4 % $
0.1 % $
0.3 % $
0.1 % $
0.2 % $
0.2 % $
0.2 % $
0.3 % $
2006
18,147
1953 / 1993
48,381
1969 / 2012
1991 / 2015,
2020
2003
1989
1989
1989
1989
1989
1988
1981
1988
1954
1952
1974
1974
76,993
55,715
63,403
147,019
147,000
92,455
132,936
72,250
138,980
48,158
214,436
100,390
35,624
25,878
151,604
1969, 2008 /
2016
134,030
1964 / 2013
140,837
2000
208,495
1973
1987 / 2006 /
2015
1999 / 2018,
2022
75,938
90,722
223,195
2000 / 2019
68,123
2007
2017
2000
2002
2002
2006
134,287
46,778
100,157
117,151
135,258
175,897
31
Property
Address
15041 Calvert St.
8101-8117 Orion
Ave.
6701 & 6711
Odessa Ave.
Van Nuys Airport
Industrial Center
15385 Oxnard
Street
8210-8240 Haskell
Avenue
14243 Bessemer
Street
7817 Haskell
Avenue
City
Van Nuys
Van Nuys
Van Nuys
Van Nuys
Van Nuys
Van Nuys
Van Nuys
Van Nuys
Los Angeles – Greater San
Fernando Valley Total
Los Angeles – San Gabriel Valley
415-435 Motor
Avenue
Azusa
720-750 Vernon
Avenue
425 S. Hacienda
Blvd.
14955-14971 E
Salt Lake Ave
15241 - 15277,
15317 - 15339
Don Julian Rd.
14421-14441
Bonelli Street
16425 Gale
Avenue
14748-14750
Nelson Avenue
13890 Nelson
Avenue
218 Turnbull
Canyon
15010 Don Julian
Road
(6)
334 El Encanto
Road
17031-17037
Green Drive
14940 Proctor
Road
1020 Bixby Drive
15650 Don Julian
Road
15700 Don Julian
Road
17000 Gale
Avenue
20851 Currier
Road
Azusa
City of
Industry
City of
Industry
City of
Industry
City of
Industry
City of
Industry
City of
Industry
City of
Industry
City of
Industry
City of
Industry
City of
Industry
City of
Industry
City of
Industry
City of
Industry
City of
Industry
City of
Industry
City of
Industry
City of
Industry
10750-10826
Lower Azusa Road El Monte
15715 Arrow
Highway
Irwindale
Number of
Buildings
1
1
2
18
6
3
1
1
102
1
3
1
1
2
2
1
2
1
1
Asset Type
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Industrial Outdoor
Storage
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
1 Redevelopment
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Light Manufacturing
/ Flex
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Light Manufacturing
/ Flex
1
1
1
1
1
1
1
1
4
1
Year Built /
(1)
Renovated
Rentable
Square Feet
Percentage of
Rentable
Square Feet
(2)
Number
of Leases
Occupancy
Annualized
(3)
Base Rent
Percentage of
Total
Annualized Base
Rent
(4)
T
Ann
Base R
Squar
1971
81,282
1978
1970-1972 /
2012
48,394
29,882
1961 - 2007
463,661
1988
71,467
1962 - 1964
53,886
1987
1960
14,299
7,327
0.2 %
0.1 %
0.1 %
1.1 %
0.2 %
0.1 %
— %
— %
1
23
1
29
3
—
1
1
100.0 % $
853,949
96.1 % $
877,861
49.0 % $
226,343
100.0 % $
8,356,059
100.0 % $
1,002,772
— % $
—
100.0 % $
264,128
100.0 % $
621,000
0.2 % $
0.2 % $
— % $
1.5 % $
0.2 % $
— % $
— % $
0.1 % $
6,531,871
15.4 %
205
95.3 % $
81,010,947
14.8 % $
0.2 %
0.2 %
0.1 %
0.3 %
0.6 %
0.3 %
0.8 %
0.5 %
0.6 %
0.4 %
0.2 %
0.1 %
0.1 %
0.3 %
0.1 %
0.1 %
0.1 %
0.1 %
0.1 %
0.2 %
0.2 %
1
1
1
5
13
1
2
13
1
1
—
1
2
1
1
1
1
1
—
14
1
100.0 % $
2,184,474
100.0 % $
891,141
100.0 % $
477,480
100.0 % $
1,487,794
100.0 % $
3,979,388
100.0 % $
1,677,029
100.0 % $
2,458,491
93.7 % $
3,415,310
100.0 % $
2,159,340
100.0 % $
1,233,471
— % $
—
100.0 % $
1,011,865
100.0 % $
622,800
100.0 % $
1,920,000
100.0 % $
597,949
100.0 % $
625,886
100.0 % $
514,536
100.0 % $
368,398
— % $
—
97.2 % $
1,172,513
100.0 % $
1,915,200
0.4 % $
0.2 % $
0.1 % $
0.3 % $
0.7 % $
0.3 % $
0.4 % $
0.6 % $
0.4 % $
0.2 % $
— % $
0.2 % $
0.1 % $
0.4 % $
0.1 % $
0.1 % $
0.1 % $
0.1 % $
— % $
0.2 % $
0.3 % $
1956 / 2022
94,321
1950
1997
1979
1965, 2005 /
2003
1971
1976
71,692
51,823
126,036
241,248
148,740
325,800
1969 / 2018
201,990
1982
1999
1963
1960
1968
1962
1977
2003
2001
2008
1999
1975
1989
256,993
190,900
92,925
64,368
51,000
111,927
56,915
43,392
40,453
29,888
59,412
79,050
76,000
32
City
Number of
Buildings
Asset Type
Year Built /
(1)
Renovated
Rentable
Square Feet
Percentage of
Rentable
Square Feet
(2)
Number
of Leases
Occupancy
Annualized
(3)
Base Rent
Percentage of
Total
Annualized Base
Rent
(4)
T
Ann
Base R
Squar
Property
Address
15705, 15709
Arrow Highway
& 5220 Fourth St.
16321 Arrow
Hwy.
4832-4850 Azusa
Canyon Road
4416 Azusa
Canyon Road
(6)
2391-2393
Bateman Avenue
14005 Live Oak
Avenue
4500 Azusa
Canyon Road
14250-14278
Valley Blvd.
1400 South
Shamrock
280 West Bonita
Avenue
2743 Thompson
Creek Road
3880 West Valley
Blvd.
1601 Mission
Blvd
Irwindale
Irwindale
Irwindale
Irwindale
Irwindale
Irwindale
Irwindale
La Puente
Monrovia
Pomona
Pomona
Pomona
Pomona
Los Angeles – San Gabriel Valley
Total
Los Angeles – Central
6020 Sheila St.
Commerce
5300 Sheila Street Commerce
6100 Sheila Street Commerce
6277-6289
Slauson Avenue
Commerce
6687 Flotilla
Street
2553 Garfield
Avenue
6655 East 26th
Street
6027 Eastern
Avenue
(6)
6996-7044
Bandini Blvd
6000-6052 &
6027-6029
Bandini Blvd
6700 S Alameda
St.
679-691 S
Anderson St.
1825-1845 S Soto
Street
1515 15th Street
2750 Alameda
Street
Commerce
Commerce
Commerce
Commerce
Commerce
Commerce
Huntington
Park
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse /
Distribution
3
3
1
— Redevelopment
Warehouse / Light
Manufacturing
Light Industrial /
Office
Warehouse / Excess
Land
Warehouse / Light
Manufacturing
Light Manufacturing
/ Flex
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Cold Storage /
Distribution
Warehouse /
Distribution
Cold Storage /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
1
1
1
8
1
1
1
1
1
52
1
1
1
3
1
1
1
— Redevelopment
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Cold Storage /
Distribution
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
2
2
1
1
2
1
2
1987
69,592
1955 / 2001
64,296
2016
1956
2005
1992
1950
1974 / 2007
1957, 1962 /
2004
1983
1983
87,421
—
65,605
56,510
77,266
100,346
67,838
119,898
245,961
1980 / 2017
108,550
1952
751,528
0.2 %
0.1 %
0.2 %
— %
0.2 %
0.1 %
0.2 %
0.2 %
0.2 %
0.3 %
0.6 %
0.3 %
1.8 %
38
1
2
—
1
1
1
27
1
1
1
1
2
100.0 % $
1,093,084
100.0 % $
700,154
100.0 % $
1,081,764
— % $
—
100.0 % $
921,094
100.0 % $
847,650
100.0 % $
2,178,000
96.9 % $
1,377,318
100.0 % $
1,117,634
100.0 % $
1,037,358
100.0 % $
1,824,047
100.0 % $
2,019,030
100.0 % $
4,305,254
4,229,684
10.0 %
139
96.0 % $
47,215,452
0.2 %
1.6 %
0.2 %
0.7 %
0.3 %
0.1 %
0.1 %
— %
0.3 %
0.4 %
0.2 %
0.1 %
0.1 %
0.6 %
0.4 %
1
1
7
3
1
1
1
100.0 % $
1,202,943
100.0 % $
5,588,030
100.0 % $
1,655,696
100.0 % $
2,453,487
100.0 % $
1,305,216
100.0 % $
127,200
100.0 % $
387,600
—
— % $
—
2
3
1
3
1
1
4
100.0 % $
1,879,328
100.0 % $
2,236,504
100.0 % $
1,328,588
100.0 % $
954,056
100.0 % $
369,784
100.0 % $
2,622,545
88.0 % $
1,257,553
2000
1975
1960
70,877
695,120
80,091
1962 - 1977
315,719
1956
1954
1965
1946
1968
120,000
25,615
47,500
—
112,944
2016
182,782
1990 / 2008
78,280
1992 / 2017
47,490
1993
1977
25,040
246,588
1961 - 1980
164,026
33
0.2 % $
0.1 % $
0.2 % $
— % $
0.2 % $
0.2 % $
0.4 % $
0.3 % $
0.2 % $
0.2 % $
0.3 % $
0.4 % $
0.8 % $
8.7 % $
0.2 % $
1.0 % $
0.3 % $
0.5 % $
0.2 % $
— % $
0.1 % $
— % $
0.3 % $
0.4 % $
0.2 % $
0.2 % $
0.1 % $
0.5 % $
0.2 % $
Property
Address
East 27th Street
2425-2535 East
12th Street
1501-1545 Rio
Vista Avenue
8542 Slauson
Avenue
8315 Hanan Way
1938-1946 E. 46th
St.
2970 East 50th
Street
City
Los Angeles
Los Angeles
Los Angeles
Pico Rivera
Pico Rivera
Vernon
Vernon
Los Angeles – Central Total
Los Angeles –- Mid-Counties
6635 Caballero
Blvd
Buena Park
16221 Arthur St.
16010 Shoemaker
Avenue
16121 Carmenita
Road
14100 Vine Place
9220-9268 Hall
Rd.
12200 Bellflower
Blvd
9607-9623
Imperial Highway
14820-14830
Carmenita Road
9615 Norwalk
(6)
Blvd.
9641 - 9657 Santa
Fe Springs Rd.
10701-10719
Norwalk Blvd.
10950 Norwalk
Blvd & 12241
Lakeland Rd.
12247 Lakeland
Rd.
12907 Imperial
Highway
14944, 14946,
14948 Shoemaker
Ave.
10747 Norwalk
Blvd
11600 Los Nietos
Road
12133 Greenstone
Avenue
12211 Greenstone
Avenue
9920-10020
Pioneer Blvd
(6)
12118 Bloomfield
(6)
Avenue
Cerritos
Cerritos
Cerritos
Cerritos
Downey
Downey
Downey
Norwalk
Santa Fe
Springs
Santa Fe
Springs
Santa Fe
Springs
Santa Fe
Springs
Santa Fe
Springs
Santa Fe
Springs
Santa Fe
Springs
Santa Fe
Springs
Santa Fe
Springs
Santa Fe
Springs
Santa Fe
Springs
Santa Fe
Springs
Santa Fe
Springs
Number of
Buildings
Asset Type
4 Light Industrial
Year Built /
(1)
Renovated
1961 - 2004
Rentable
Square Feet
300,389
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Industrial Outdoor
Storage
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Light Industrial /
Office
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse / Excess
Land
Industrial Outdoor
Storage
Warehouse /
Distribution
4
2
1
1
3
1
36
1
1
1
1
1
1
1
1
3
— Redevelopment
Warehouse /
Distribution
4
Warehouse /
Distribution
Warehouse / Excess
Land
Warehouse / Excess
Land
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
2
1
1
1
3
1
1
Industrial Outdoor
Storage
Industrial Outdoor
Storage
—
—
1988
2003
1964
1976
1961, 1983 /
2008-2010
257,536
54,777
24,679
100,692
190,663
48,876
3,189,684
2003
92,395
1979 / 2021
61,372
1985
1969/1983,
2020
115,600
105,477
1979 / 2022
122,514
2008
1955
1974
176,405
54,161
7,466
1970, 2000
198,845
1975
—
1982 / 2009
107,401
2004
58,056
1982
18,995
1971 / 2016
24,875
1997
101,080
1978 / 2012
85,950
1999
52,691
1976 / 2022
106,251
1967
N/A
—
—
—
—
34
— Redevelopment
1973 - 1978
— Redevelopment
1955
Percentage of
Rentable
Square Feet
(2)
0.7 %
0.6 %
0.1 %
0.1 %
0.2 %
0.4 %
0.1 %
7.5 %
0.2 %
0.1 %
0.3 %
0.3 %
0.3 %
0.4 %
0.1 %
— %
0.5 %
— %
0.3 %
0.1 %
0.1 %
0.1 %
0.2 %
0.2 %
0.1 %
0.3 %
— %
— %
— %
— %
Number
of Leases
7
Occupancy
Annualized
(3)
Base Rent
100.0 % $
3,250,498
7
2
1
1
3
1
65.6 % $
3,174,344
35.3 % $
287,004
100.0 % $
799,819
100.0 % $
843,173
100.0 % $
2,024,136
100.0 % $
769,803
52
95.5 % $
34,517,305
1
1
1
2
—
40
1
1
3
—
4
5
1
1
1
25
3
1
—
1
—
—
100.0 % $
970,702
100.0 % $
667,531
100.0 % $
1,103,760
100.0 % $
1,083,319
— % $
—
97.7 % $
2,314,465
100.0 % $
1,231,751
100.0 % $
833,198
100.0 % $
2,454,476
— % $
—
100.0 % $
1,573,990
100.0 % $
667,039
100.0 % $
510,389
100.0 % $
381,374
100.0 % $
1,047,093
100.0 % $
1,140,934
100.0 % $
548,851
100.0 % $
2,231,271
— % $
—
— % $
857,549
— % $
— % $
—
—
Percentage of
Total
Annualized Base
Rent
(4)
T
Ann
Base R
Squar
0.6 % $
0.6 % $
0.1 % $
0.1 % $
0.2 % $
0.4 % $
0.1 % $
6.3 % $
0.2 % $
0.1 % $
0.2 % $
0.2 % $
— % $
0.4 % $
0.2 % $
0.1 % $
0.4 % $
— % $
0.3 % $
0.1 % $
0.1 % $
0.1 % $
0.2 % $
0.2 % $
0.1 % $
0.4 % $
— % $
0.2 % $
— % $
— % $
City
Number of
Buildings
Property
Address
12017 Greenstone
Avenue
12027 Greenstone
Avenue
13711 Freeway
Drive
13535 Larwin
Circle
Santa Fe
Springs
Santa Fe
Springs
Santa Fe
Springs
Santa Fe
Springs
Gateway Pointe
Whittier
Los Angeles – Mid-Counties Total
Los Angeles – South Bay
750 Manville
Street
Compton
1065 E. Walnut
Ave.
18118-18120 S.
Broadway
17000 Kingsview
Ave/800 Sandhill
Ave
263-321 Gardena
Blvd
Carson
Carson
Carson
Carson
18115 Main Street Carson
1055 Sandhill
Avenue
Carson
(6)
701-751 Kingshill
Place
256 Alondra Blvd
17011-17027
Central Avenue
21022 & 21034
Figueroa Street
2130-2140 Del
Amo Blvd
20455 Reeves
Avenue
1420 Mckinley
Avenue
2020 Central
Avenue
17909 & 17929
Susana Road
3131 Harcourt
Street & 18031
Susana Road
13225 Western
Avenue
400 Rosecrans
Avenue
11832-11954 La
Cienega Blvd
Carson
Carson
Carson
Carson
Carson
Carson
Compton
Compton
Compton
Compton
Gardena
Gardena
Hawthorne
2205 126th Street
Hawthorne
240 W Ivy Avenue
687 Eucalyptus
Avenue
Inglewood
Inglewood
4175 Conant
Street
1580 Carson
Street
Long Beach
Long Beach
Asset Type
Industrial Outdoor
Storage
Industrial Outdoor
Storage
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Cold Storage /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Industrial Outdoor
Storage
Warehouse / Excess
Land
—
1
1
1
4
32
1
1
3
1
2
1
— Redevelopment
Warehouse / Light
Manufacturing
Industrial Outdoor
Storage
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
6
1
3
1
2
1
1
1 Light Industrial
Warehouse / Light
Manufacturing
Warehouse / Excess
Land
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Light Industrial /
Office
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse /
Distribution
2
2
1
1
4
1
1
1
1
1
Year Built /
(1)
Renovated
Rentable
Square Feet
Percentage of
Rentable
Square Feet
(2)
Number
of Leases
Occupancy
Annualized
(3)
Base Rent
Percentage of
Total
Annualized Base
Rent
(4)
T
Ann
Base R
Squar
— %
— %
0.2 %
0.1 %
2.3 %
6.2 %
0.1 %
0.4 %
0.2 %
0.2 %
0.1 %
0.1 %
— %
0.4 %
— %
0.1 %
0.1 %
0.2 %
0.3 %
0.3 %
0.1 %
0.1 %
0.2 %
0.1 %
0.1 %
0.2 %
0.2 %
0.1 %
0.3 %
0.3 %
0.1 %
2
1
2
1
4
— % $
2,559,422
100.0 % $
114,000
100.0 % $
1,389,840
100.0 % $
468,169
100.0 % $
10,914,803
102
95.2 % $
35,063,926
1
2
5
2
2
1
100.0 % $
629,368
100.0 % $
2,758,547
100.0 % $
1,207,895
100.0 % $
1,066,958
100.0 % $
952,451
100.0 % $
394,655
—
— % $
—
7
1
1
1
2
1
1
1
2
2
1
100.0 % $
2,194,173
100.0 % $
636,540
100.0 % $
967,570
100.0 % $
1,105,596
100.0 % $
1,823,904
100.0 % $
2,575,755
100.0 % $
1,550,709
100.0 % $
400,459
100.0 % $
757,368
100.0 % $
630,360
100.0 % $
201,472
—
— % $
—
8
4
3
1
1
1
93.4 % $
1,080,365
100.0 % $
923,029
100.0 % $
847,050
100.0 % $
2,462,373
100.0 % $
2,196,851
100.0 % $
631,584
0.5 % $
— % $
0.3 % $
0.1 % $
2.0 % $
6.4 % $
0.1 % $
0.5 % $
0.2 % $
0.2 % $
0.2 % $
0.1 % $
— % $
0.4 % $
0.1 % $
0.2 % $
0.2 % $
0.3 % $
0.5 % $
0.3 % $
0.1 % $
0.1 % $
0.1 % $
— % $
— % $
0.2 % $
0.2 % $
0.2 % $
0.5 % $
0.4 % $
0.1 % $
n/a
1975
1963
1987
—
7,780
82,092
56,011
2005 - 2006
989,195
2,624,612
1977
59,996
1974
1957 / 1989,
2017
172,420
78,183
1984
100,121
1977 - 1982
55,238
1988
1973
42,270
—
1979 / 2020
171,056
1954
1979
2002
1980
1982
2017
1972
2,456
52,561
51,185
99,064
110,075
136,685
30,233
1970 - 1973
57,376
1970
1955
1967
1999
1998
1981
2017
2015
73,000
21,010
28,006
63,462
63,532
46,974
143,436
142,593
1982 / 2018
43,787
35
City
Number of
Buildings
Year Built /
(1)
Renovated
Rentable
Square Feet
Percentage of
Rentable
Square Feet
(2)
Number
of Leases
Occupancy
Annualized
(3)
Base Rent
Percentage of
Total
Annualized Base
Rent
(4)
T
Ann
Base R
Squar
Property
Address
Long Beach
Business Park
3901 Via Oro
Avenue
Long Beach
Long Beach
Los Angeles
1661 240th St.
11120, 11160,
11200 Hindry Ave Los Angeles
15401 Figueroa
Street
Los Angeles
Asset Type
Warehouse / Light
Manufacturing
Light Industrial /
Office
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
4
1
1
3
1
1973 - 1976
123,532
1983
53,817
1975 / 1995
96,616
1992 / 1994
63,654
1964 / 2018
38,584
15601 Avalon
(6)
Blvd
15650-15700
(6)
Avalon Blvd
514 East C Street
17907-18001
Figueroa Street
8911 Aviation
Blvd
2500 Victoria
Street
444 Quay Avenue
18455 Figueroa
Street
620 Anaheim
Street
14434-14527 San
Pedro Street
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
13301 Main Street Los Angeles
14400 Figueroa
Street
Los Angeles
2588 & 2605
Industry Way
6423-6431 &
6407-6119
Alondra Blvd.
7110 Rosecrans
Ave.
2301-2329, 2331-
2359, 2361-2399,
2370-2398 &
2332-2366 E
Pacifica Place;
20001-20021
Rancho Way
19402 Susana
Road
19100 Susana
Road
2757 Del Amo
Blvd
3150 Ana Street
19007 Reyes
Avenue
2880 Ana Street
19431 Santa Fe
Avenue
Lynwood
Paramount
Paramount
Rancho
Dominguez
Rancho
Dominguez
Rancho
Dominguez
Rancho
Dominguez
Rancho
Dominguez
Rancho
Dominguez
Rancho
Dominguez
Rancho
Dominguez
— Redevelopment
Warehouse /
Distribution
2
1984
1962 - 1978 /
2022
—
98,259
Industrial Outdoor
Storage
Warehouse / Excess
Land
Light Manufacturing
/ Flex
Industrial Outdoor
Storage
Warehouse / Light
Manufacturing
Light Industrial /
Office
Warehouse / Excess
Land
Warehouse / Excess
Land
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Excess
Land
Warehouse / Excess
Land
Warehouse / Excess
Land
Warehouse / Light
Manufacturing
Industrial Outdoor
Storage
Industrial Outdoor
Storage
Warehouse / Light
Manufacturing
1
6
1
—
1
2
1
1
1
4
2
2
1
6
1
1
1
1
—
3
2
2019
3,436
1954 - 1960
74,810
1971
100,000
n/a
1992
1978
1984
1971
1989
1967
—
29,760
146,765
34,555
118,923
106,969
121,062
1969 / 1971
164,662
1986
1972 / 2015,
2019
30,224
74,856
1989 / 2021
1,150,644
1957
1956
1967
1957
15,433
52,714
57,300
105,970
1969 / 2021
—
1963
1974
10,732
77,758
36
0.3 %
0.1 %
0.2 %
0.2 %
0.1 %
— %
0.2 %
— %
0.2 %
0.2 %
— %
0.1 %
0.4 %
0.1 %
0.3 %
0.3 %
0.3 %
0.4 %
0.1 %
0.2 %
2.7 %
— %
0.1 %
0.1 %
0.3 %
— %
— %
0.2 %
33
1
2
14
3
—
1
1
13
1
1
—
1
2
2
1
1
1
9
2
15
1
1
—
1
1
1
2
95.9 % $
1,744,421
100.0 % $
1,432,507
100.0 % $
1,028,854
100.0 % $
1,345,639
100.0 % $
493,405
— % $
—
100.0 % $
2,837,799
100.0 % $
532,098
100.0 % $
987,498
100.0 % $
1,520,124
— % $
11,221,901
— % $
—
100.0 % $
2,641,770
100.0 % $
964,384
100.0 % $
180,000
100.0 % $
2,223,532
100.0 % $
3,529,412
100.0 % $
1,612,964
100.0 % $
429,957
100.0 % $
855,149
99.1 % $
14,389,812
100.0 % $
274,140
100.0 % $
990,207
— % $
—
100.0 % $
2,416,116
— % $
1,293,619
— % $
1,328,184
100.0 % $
692,940
0.3 % $
0.3 % $
0.2 % $
0.2 % $
0.1 % $
— % $
0.5 % $
0.1 % $
0.2 % $
0.3 % $
2.1 % $
— % $
0.5 % $
0.2 % $
— % $
0.4 % $
0.6 % $
0.3 % $
0.1 % $
0.2 % $
2.6 % $
— % $
0.2 % $
— % $
0.4 % $
0.2 % $
0.2 % $
0.1 % $
Property
Address
City
Number of
Buildings
Year Built /
(1)
Renovated
Rentable
Square Feet
Percentage of
Rentable
Square Feet
(2)
Number
of Leases
Occupancy
Annualized
(3)
Base Rent
Percentage of
Total
Annualized Base
Rent
(4)
T
Ann
Base R
Squar
20304 Alameda
Street
Rancho
Dominguez
2410-2420 Santa
Fe Avenue
Redondo
Beach
2601-2641
Manhattan Beach
Blvd
2400 Marine
Avenue
20920-20950
Normandie Ave.
24105 Frampton
Avenue
1500-1510 W.
228th St.
3100 Fujita Street
960-970 Knox
Street
1300, 1301, 1315,
1320-13330, 1347
Storm Parkway;
1338 W. 288th St.;
23021-23023
Normandie Ave.;
22815 & 23023
Normandie Ave.;
22815 & 22831
Frampton Ave.
19951 Mariner
Avenue
Redondo
Beach
Redondo
Beach
Torrance
Torrance
Torrance
Torrance
Torrance
Torrance
Torrance
3100 Lomita Blvd
21515 Western
(6)
Avenue
Torrance
Torrance
4240 190th Street
19475 Gramercy
Place
20900 Normandie
Avenue
3547-3555
Voyager Street
19145 Gramercy
Place
301-445 Figueroa
Street
Torrance
Torrance
Torrance
Torrance
Torrance
Wilmington
508 East E Street Wilmington
1800 Lomita Blvd Wilmington
920 Pacific Coast
Highway
Wilmington
Los Angeles – South Bay Total
Orange County – North
1100-1170 Gilbert
St. & 2353-2373
La Palma Ave.
5235 East Hunter
Ave.
Anaheim
Anaheim
1210 N Red Gum
St
1190 Stanford
Court
900 East Ball
Road
Anaheim
Anaheim
Anaheim
Asset Type
Warehouse / Light
Manufacturing
Light Industrial /
Office
Light Industrial /
Office
Light Industrial /
Office
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Light Industrial /
Office
Warehouse /
Distribution
Light Industrial /
Office
Light Industrial /
Office
1
1
6
2
2
1
8
1
1
8
1
5
1 Redevelopment
Warehouse /
Distribution
1
1 Light Industrial
Warehouse /
Distribution
1
Light Industrial /
Office
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Excess
Land
Industrial Outdoor
Storage
Warehouse /
Distribution
3
1
1
1
—
1
138
1970
1977
1978
1964
1989
1974 / 2016
1963 / 1968,
2017
1970
1976
80,850
112,000
126,726
50,000
49,519
49,841
87,890
91,516
39,400
1982 - 2008
267,503
1986
89,272
1967 - 1998
575,976
1991
1966
56,199
307,487
1982 / 2022
47,712
0
74,038
1986
1977
60,248
102,143
1972 / 2018
133,650
1988
n/a
1954
57,522
—
148,186
7,403,432
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Excess
Land
6
1
1
1
1
1972 / 1990 /
2013
121,606
1987
120,127
1985 / 2020
64,570
1979
34,494
1956 / 2022
62,607
37
0.2 %
0.3 %
0.3 %
0.1 %
0.1 %
0.1 %
0.2 %
0.2 %
0.1 %
0.6 %
0.2 %
1.4 %
0.1 %
0.7 %
0.1 %
0.2 %
0.2 %
0.2 %
0.3 %
0.1 %
— %
0.4 %
17.5 %
0.3 %
0.3 %
0.1 %
0.1 %
0.1 %
1
1
28
4
27
1
10
1
3
13
1
7
—
3
1
4
17
1
14
1
4
1
100.0 % $
2,400,000
100.0 % $
1,578,272
85.6 % $
2,240,409
100.0 % $
1,877,544
100.0 % $
894,378
100.0 % $
485,624
92.9 % $
1,179,123
100.0 % $
812,362
63.5 % $
436,257
100.0 % $
3,388,061
100.0 % $
1,567,788
91.0 % $
11,545,295
— % $
—
100.0 % $
3,260,804
100.0 % $
1,030,579
100.0 % $
987,792
87.6 % $
864,410
100.0 % $
1,754,858
100.0 % $
2,020,297
64.3 % $
1,620,000
— % $
4,152,252
100.0 % $
4,146,000
305
95.7 % $
133,203,569
22
100.0 % $
1,910,417
3
1
1
1
100.0 % $
1,171,755
100.0 % $
690,503
100.0 % $
461,093
100.0 % $
1,362,446
0.4 % $
0.3 % $
0.4 % $
0.3 % $
0.2 % $
0.1 % $
0.2 % $
0.1 % $
0.1 % $
0.6 % $
0.3 % $
2.1 % $
— % $
0.6 % $
0.2 % $
0.2 % $
0.2 % $
0.3 % $
0.4 % $
0.3 % $
0.8 % $
0.8 % $
24.4 % $
0.4 % $
0.2 % $
0.1 % $
0.1 % $
0.2 % $
City
Number of
Buildings
Property
Address
3071 Coronado
Street
404-430 Berry
Way
2300-2386 East
Walnut Ave.
1600 Orangethorpe
& 1335-1375
Acacia
1901 Via Burton
1500 Raymond
Avenue
(6)
5593-5595 Fresca
Drive
1581 Main Street
445-449 Freedom
Avenue
560 Main Street
2401-2421 Glassell
Street
2390-2444
American Way
(6)
22895 Eastpark
Drive
Anaheim
Brea
Fullerton
Fullerton
Fullerton
Fullerton
La Palma
Orange
Orange
Orange
Orange
Orange
Yorba Linda
Orange County – North Total
Orange County – West
12131 Western
Avenue
Garden Grove
12622-12632
Monarch Street
12752-12822
Monarch Street
12821 Knott
(6)
Street
17311 Nichols Ln.
5421 Argosy
Avenue
7612-7642
Woodwind Drive
Garden Grove
Garden Grove
Garden Grove
Huntington
Beach
Huntington
Beach
Huntington
Beach
1700 Saturn Way
Seal Beach
Orange County – West Total
Orange County – South
9 Holland
20531 Crescent
Bay Dr.
20 Icon
25781 Atlantic
Ocean Drive
20481 Crescent
Bay Drive
Irvine
Lake Forest
Lake Forest
Lake Forest
Lake Forest
Orange County – South Total
Asset Type
Warehouse /
Distribution
Warehouse / Excess
Land
Warehouse /
Distribution
Warehouse /
Distribution
1
3
3
5
— Redevelopment
Industrial Outdoor
Storage
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Light Industrial /
Office
—
1
1
1
1
4
— Redevelopment
Light Industrial /
Office
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Light Industrial /
Office
Warehouse / Light
Manufacturing
1
31
1
2
1
1
1
1
3
1
11
1
1
1
1
1
5
Year Built /
(1)
Renovated
Rentable
Square Feet
Percentage of
Rentable
Square Feet
(2)
Number
of Leases
Occupancy
Annualized
(3)
Base Rent
Percentage of
Total
Annualized Base
Rent
(4)
T
Ann
Bas
per
F
0.3 %
0.3 %
0.4 %
0.8 %
— %
— %
0.3 %
0.1 %
0.2 %
— %
0.4 %
— %
0.1 %
3.8 %
0.5 %
0.3 %
0.6 %
0.3 %
0.3 %
0.1 %
0.1 %
0.4 %
2.6 %
0.4 %
0.1 %
0.3 %
0.1 %
0.2 %
1.1 %
1
3
16
9
—
1
2
1
2
1
5
—
1
70
1
3
4
—
1
1
3
1
14
2
1
1
1
1
6
100.0 % $
—
100.0 % $
2,236,578
100.0 % $
2,357,696
100.0 % $
— % $
3,868,359
—
— % $
900,000
100.0 % $
1,392,038
100.0 % $
371,227
100.0 % $
1,210,730
100.0 % $
127,184
100.0 % $
3,463,158
— % $
—
100.0 % $
394,378
100.0 % $
21,917,562
100.0 % $
2,106,476
100.0 % $
1,784,145
40.8 % $
1,114,755
— % $
—
100.0 % $
1,016,046
100.0 % $
401,642
100.0 % $
767,089
100.0 % $
74.8 % $
2,342,467
9,532,620
100.0 % $
2,676,270
100.0 % $
774,148
100.0 % $
1,632,247
100.0 % $
518,743
100.0 % $
905,494
100.0 % $
6,506,902
— % $
0.4 % $
0.4 % $
0.7 % $
— % $
0.2 % $
0.3 % $
0.1 % $
0.2 % $
— % $
0.6 % $
— % $
0.1 % $
4.0 % $
0.4 % $
0.3 % $
0.2 % $
— % $
0.2 % $
0.1 % $
0.2 % $
0.4 % $
1.8 % $
0.5 % $
0.1 % $
0.3 % $
0.1 % $
0.2 % $
1.2 % $
1973
109,908
1964 - 1967
1985-1986 /
2005
1968 / 1985
1960
n/a
1973
1994
1980
1973
1987
n/a
1986
1987 / 2007,
2017
1967
1971
1971
120,250
161,574
345,756
—
—
115,200
39,661
92,647
17,000
191,127
—
34,950
1,631,477
207,953
121,225
272,982
120,800
1993 / 2014
114,912
1976
2001
2006
35,321
62,377
184,000
1,119,570
1980 / 2013
180,981
1998
48,873
1999 / 2015
102,299
1996
1996
28,254
88,355
448,762
38
Property
Address
City
Number of
Buildings
Asset Type
Year Built /
(1)
Renovated
Rentable
Square Feet
Percentage of
Rentable
Square Feet
(2)
Number
of Leases
Occupancy
Annualized
(3)
Base Rent
Percentage of
Total
Annualized Base
Rent
(4)
T
Ann
Base R
Squar
Orange County – Airport
18250 Euclid
Street
Fountain
Valley
1601 Alton Pkwy.
3441 West
MacArthur Blvd.
600-650 South
Grand Ave.
3720-3750 W.
Warner Ave.
2610 & 2701 S.
Birch Street
1801 St Andrew
Place
15777 Gateway
Circle
15771 Red Hill
Avenue
Irvine
Santa Ana
Santa Ana
Santa Ana
Santa Ana
Santa Ana
Tustin
Tustin
Warehouse / Light
Manufacturing
Light
Manufacturing /
Flex
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Light Industrial /
Office
Warehouse / Light
Manufacturing
Light Industrial /
Office
1
1
1
6
1
1
1
1
1
Orange County – Airport Total
14
Riverside / San Bernardino - Inland Empire West
13971 Norton
Avenue
Chino
1
5002-5018
Lindsay Court
340-344 Bonnie
Circle
1168 Sherborn
Street
755 Trademark
Circle
The Merge
6245 Providence
Way
Merge-West
13231 Slover
Avenue
10509 Business
Drive
15996 Jurupa
Avenue
11127 Catawba
Avenue
10156 Live Oak
Avenue
10694 Tamarind
Avenue
13369 Valley Blvd
15850 Slover
Avenue
13512 Marlay
Avenue
13700-13738
Slover Avenue
10131 Banana
Avenue
14874 Jurupa
Avenue
10660 Mulberry
Avenue
Chino
Corona
Corona
Corona
Eastvale
Eastvale
Eastvale
Fontana
Fontana
Fontana
Fontana
Fontana
Fontana
Fontana
Fontana
Fontana
Fontana
Fontana
Fontana
Fontana
1
1
1
1
6
1
6
1
1
1
1
1
1
1
1
1
1
—
1
1
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Light Industrial /
Office
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Excess
Land
Industrial Outdoor
Storage
Warehouse /
Distribution
Warehouse /
Distribution
1974
62,838
0.2 %
0.3 %
0.3 %
0.2 %
0.1 %
0.2 %
0.9 %
0.1 %
0.2 %
2.5 %
0.2 %
0.2 %
0.2 %
0.2 %
0.1 %
0.8 %
0.1 %
2.5 %
0.3 %
0.3 %
0.5 %
0.3 %
0.6 %
0.2 %
0.2 %
0.1 %
0.5 %
— %
— %
0.4 %
0.1 %
1974 / 2018
124,784
1973 / 2022
124,102
1988
101,367
1973 / 2008
38,611
1965 / 2016
98,379
1987
2005
1979 / 2016
370,374
37,592
98,970
1,057,017
1990
1986
1994
2004
2001
2020
2018
103,208
64,960
98,000
79,515
34,427
333,544
27,636
2022
1,057,419
1990
1989
2015
2015
2020
2020
2005
2020
1960
1982
n/a
2019
1990
109,463
130,788
212,660
145,750
236,912
99,999
105,041
60,127
199,363
17,862
—
158,119
49,530
39
1
5
1
53
12
3
2
1
2
80
1
2
1
1
1
8
1
3
1
2
1
1
1
1
1
1
1
1
1
1
1
100.0 % $
783,978
0.1 % $
100.0 % $
1,823,942
100.0 % $
1,816,853
92.3 % $
1,539,856
96.3 % $
590,418
100.0 % $
1,355,046
100.0 % $
6,023,116
100.0 % $
456,949
81.3 % $
2,581,806
97.4 % $
16,971,964
100.0 % $
714,364
100.0 % $
962,472
100.0 % $
737,412
100.0 % $
820,595
100.0 % $
577,200
100.0 % $
4,089,420
100.0 % $
297,154
70.9 % $
12,287,126
100.0 % $
2,364,401
100.0 % $
2,394,094
100.0 % $
2,023,928
100.0 % $
1,261,029
100.0 % $
2,049,763
100.0 % $
916,608
100.0 % $
902,648
100.0 % $
624,263
100.0 % $
1,624,352
100.0 % $
—
— % $
465,739
100.0 % $
3,118,200
100.0 % $
378,759
0.3 % $
0.3 % $
0.3 % $
0.1 % $
0.3 % $
1.1 % $
0.1 % $
0.5 % $
3.1 % $
0.1 % $
0.2 % $
0.1 % $
0.2 % $
0.1 % $
0.8 % $
0.1 % $
2.3 % $
0.4 % $
0.4 % $
0.4 % $
0.2 % $
0.4 % $
0.2 % $
0.2 % $
0.1 % $
0.3 % $
— % $
0.1 % $
0.6 % $
0.1 % $
City
Number of
Buildings
Asset Type
Year Built /
(1)
Renovated
Rentable
Square Feet
Percentage of
Rentable
Square Feet
(2)
Number
of Leases
Occupancy
Annualized
(3)
Base Rent
Percentage of
Total
Annualized Base
Rent
(4)
T
Ann
Base R
Squar
Property
Address
4225 Etiwanda
Avenue
4325 Etiwanda
Avenue
4039 State Street
5160 Richton
Street
1400 S. Campus
Ave.
601-605 S.
Milliken Ave.
845, 855, 865 S
Milliken Ave &
4317, 4319 Santa
Ana St.
710 South Dupont
Avenue & 4051
Santa Ana Street
Safari Business
Center
3002-3008, 3022-
3030, 3042-3050
& 3062-3072
Inland Empire
Boulevard
302 Rockefeller
Avenue
4355 Brickell
Street
1900 Proforma
Avenue
4621 Guasti Road
1555 Cucamonga
Avenue
500 Dupont
Avenue
Jurupa Valley
Jurupa Valley
Montclair
Montclair
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
5772 Jurupa Street Ontario
1010 Belmont
Street
Ontario
1550-1600
Champagne
Avenue
Ontario
1154 Holt Blvd
Ontario
1172 Holt Blvd
9160 - 9220
Cleveland Ave.,
10860 6th St.
9805 6th St.
10700 Jersey
Blvd.
Ontario
Rancho
Cucamonga
Rancho
Cucamonga
Rancho
Cucamonga
11190 White Birch
Drive
Rancho
Cucamonga
12320 4th Street
2520 Baseline
Road
Rancho
Cucamonga
Rialto
Riverside / San Bernardino –
Inland Empire West Total
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Light Industrial /
Office
Warehouse / Light
Manufacturing
Light Industrial /
Office
Light Industrial /
Office
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Light
Manufacturing /
Flex
Warehouse /
Distribution
Light Industrial /
Office
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
1
1
1
1
2
3
5
2
16
4
1
1
1
1
2
1
1
1
2
1
1
3
2
7
1
2
1
1998
1998
2020
2004
1964-1966,
1973, 1987
134,500
124,258
139,000
94,976
107,861
1987 / 1988
128,313
0.3 %
0.3 %
0.3 %
0.2 %
0.3 %
0.3 %
1985
113,812
0.3 %
2001
111,890
1989
1,143,104
1981
2000
2004
1989
1988
1973
1987
1992
1987
1989
2021
2021
1988-1989 /
2006
218,407
99,282
95,644
135,360
64,512
107,023
276,000
360,000
61,824
124,243
35,033
44,004
129,309
1986
81,377
1988-1989
107,568
1986
201,035
1997/2003
284,676
2020
156,586
0.3 %
2.7 %
0.5 %
0.2 %
0.2 %
0.3 %
0.2 %
0.3 %
0.6 %
0.8 %
0.1 %
0.3 %
0.1 %
0.1 %
0.3 %
0.2 %
0.3 %
0.5 %
0.7 %
0.4 %
3
1
1
5
1
25
19
5
80
10
1
1
11
1
2
—
1
1
2
—
1
5
4
60
2
1
1
100.0 % $
1,149,300
100.0 % $
790,128
100.0 % $
1,203,295
100.0 % $
1,302,236
100.0 % $
1,048,409
87.7 % $
1,469,623
0.2 % $
0.1 % $
0.2 % $
0.2 % $
0.2 % $
0.3 % $
100.0 % $
1,355,840
0.3 % $
100.0 % $
1,795,117
89.0 % $
13,730,648
85.1 % $
2,170,059
100.0 % $
846,207
100.0 % $
787,985
76.6 % $
1,340,106
100.0 % $
780,957
100.0 % $
774,000
— % $
—
100.0 % $
2,454,702
100.0 % $
492,651
100.0 % $
1,076,220
— % $
—
100.0 % $
517,500
100.0 % $
2,319,648
100.0 % $
1,048,123
98.7 % $
1,758,869
100.0 % $
1,665,921
100.0 % $
1,351,496
100.0 % $
1,275,863
0.3 % $
2.5 % $
0.4 % $
0.2 % $
0.1 % $
0.2 % $
0.1 % $
0.1 % $
— % $
0.5 % $
0.1 % $
0.2 % $
— % $
0.1 % $
0.4 % $
0.2 % $
0.3 % $
0.3 % $
0.2 % $
0.2 % $
95
8,003,920
18.9 %
276
89.7 % $
83,114,430
15.2 % $
40
Property
Address
City
Number of
Buildings
Asset Type
Year Built /
(1)
Renovated
Rentable
Square Feet
Percentage of
Rentable
Square Feet
(2)
Number
of Leases
Occupancy
Annualized
(3)
Base Rent
Percentage of
Total
Annualized Base
Rent
(4)
T
Ann
Base R
Squar
1978
33,258
33,258
0.1 %
0.1 %
1960-1963 /
2006
1980-1982 /
2014, 2018,
2019
215,128
0.5 %
409,217
1.0 %
100.0 % $
610,617
100.0 % $
610,617
0.1 % $
0.1 % $
100.0 % $
2,313,981
0.4 % $
100.0 % $
3,824,791
0.7 % $
1
1
11
11
12
23
21
1
2
16
25
17
1
18
2
1
7
1
2
3
1970 / 2018
126,317
2008
137,785
1985
2009
2005
1989
1988
2000
87,181
33,332
69,891
49,641
132,187
125,514
1988 / 2005
136,065
1991 / 2006
102,440
1989
2018
1995
138,700
56,306
242,101
1999
186,726
1968 / 2021
90,773
0.3 %
0.3 %
0.2 %
0.1 %
0.2 %
0.1 %
0.3 %
0.3 %
0.3 %
0.2 %
0.3 %
0.1 %
0.6 %
0.7 %
0.4 %
0.2 %
Warehouse / Light
Manufacturing
1984 / 2005
285,750
100.0 % $
1,912,048
100.0 % $
1,618,202
95.9 % $
1,111,035
100.0 % $
297,040
100.0 % $
708,359
95.6 % $
566,068
97.5 % $
1,438,907
100.0 % $
1,467,667
100.0 % $
937,401
100.0 % $
1,524,770
100.0 % $
1,741,477
100.0 % $
664,493
100.0 % $
2,756,056
100.0 % $
2,468,880
100.0 % $
1,949,419
100.0 % $
1,273,398
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
Light
Manufacturing /
Flex
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
San Bernardino – Inland Empire East
6750 Unit B -
6780 Central Ave.
Riverside
San Bernardino – Inland Empire
East Total
Ventura County
300 South Lewis
Rd.
3233 Mission
Oaks Blvd
Camarillo
Camarillo
Newbury Park
2328 Teller Road
201 Rice Ave. &
2400-2420 Celsius Oxnard
610-760 W
Hueneme Rd &
5651-5721 Perkins
Rd
Oxnard
1800 Eastman Ave Oxnard
2220-2260 Camino
del Sol
Oxnard
2360-2364 E.
Sturgis Road
3000 Paseo
Mercado, 3120-
3150 Paseo
Mercado
701 Del Norte
Blvd.
2950 Madera Rd.
21-29 West Easy
St.
2390 Ward Avenue
1998 Surveyor
Avenue
2280 Ward Avenue
Meggitt Simi
Valley
3935-3949
Heritage Oak
Court
851 Lawrence
Drive
2405, 2430, 2455,
2500, 2535, 2570,
2585, 2595,&
2615 Conejo
Spectrum St.
Oxnard
Oxnard
Oxnard
Simi Valley
Simi Valley
Simi Valley
Simi Valley
Simi Valley
Simi Valley
Simi Valley
Thousand
Oaks
Thousand
Oaks
Ventura County Total
San Diego – North County
6200 & 6300
Yarrow Dr.
Carlsbad
2431-2465 Impala
Dr.
6231 & 6241
Yarrow Dr.
6131-6133
Innovation Way
2270 Camino Vida
Roble
1332-1340 Rocky
Point Drive
Carlsbad
Carlsbad
Carlsbad
Carlsbad
Oceanside
2
2
1
2
1
3
2
1
1
3
5
1
1
5
1
1
1
3
1
1
9
43
2
7
2
2
1
3
2018 / 2020
531,378
3,156,432
1.3 %
7.4 %
10
184
100.0 % $
5,789,511
99.7 % $
34,363,503
Warehouse / Light
Manufacturing
Light
Manufacturing /
Flex
Warehouse / Light
Manufacturing
Warehouse /
Distribution
Light Industrial /
Office
Warehouse /
Distribution
1977-1988 /
2006
151,433
0.4 %
1983 / 2006
90,091
1977 / 2006
80,461
2017
1981
114,572
106,311
2009 / 2019
73,748
0.2 %
0.2 %
0.3 %
0.2 %
0.2 %
3
10
6
4
17
3
100.0 % $
1,800,109
0.3 % $
91.9 % $
1,528,067
100.0 % $
1,116,467
100.0 % $
1,588,380
91.5 % $
1,602,642
100.0 % $
906,448
0.3 % $
0.2 % $
0.3 % $
0.3 % $
0.2 % $
41
0.3 % $
0.3 % $
0.2 % $
0.1 % $
0.1 % $
0.1 % $
0.3 % $
0.3 % $
0.2 % $
0.3 % $
0.3 % $
0.1 % $
0.5 % $
0.4 % $
0.4 % $
0.2 % $
1.1 % $
6.3 % $
Property
Address
City
Number of
Buildings
Year Built /
(1)
Renovated
Rentable
Square Feet
Percentage of
Rentable
Square Feet
(2)
Number
of Leases
Occupancy
Annualized
(3)
Base Rent
Percentage of
Total
Annualized Base
Rent
(4)
T
Ann
Bas
per
F
4039 Calle Platino
1402 Avenida Del
Oro
Oceanside
Oceanside
2843 Benet Road
660-664 Twin
Oaks Valley Road
980 Rancheros
Drive
Oceanside
San Marcos
San Marcos
929, 935, 939 &
951 Poinsettia Ave. Vista
2575 Pioneer Ave.
Vista
2455 Ash Street
Vista
San Diego – North County Total
San Diego – Central
12720-12860
Danielson Ct.
8902-8940 Activity
Rd
6970-7170 &
7310-7374 Convoy
Ct.
Poway
San Diego
San Diego
9340 Cabot Drive
San Diego
9404 Cabot Drive
San Diego
9455 Cabot Drive
9755 Distribution
Ave.
9855 Distribution
Ave
10439-10477
Roselle St.
8525 Camino
Santa Fe
San Diego
San Diego
San Diego
San Diego
San Diego
13550 Stowe Drive
9190 Activity
Road
San Diego
San Diego
10015 Waples
Court
8985 Crestmar
Point
5725 Eastgate
Drive
8745-8775
Production Avenue
8888-8992 Balboa
Avenue
San Diego
San Diego
San Diego
San Diego
San Diego
4181 Ruffin Road
San Diego
San Diego – Central Total
Consolidated
Portfolio - Total /
Weighted Average
356
Properties
Asset Type
Warehouse /
Distribution
Warehouse / Excess
Land
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
Warehouse / Light
Manufacturing
1991
2016
1987
143,274
311,995
35,000
1978 - 1988
96,993
1982
48,878
1989 / 2007
115,355
1988 / 2006
68,935
1990
42,508
1,479,554
Warehouse / Light
Manufacturing
Light Industrial /
Office
1999
111,860
1987 / 1997
112,876
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
1971
187,787
1975 / 1976
86,564
1975 / 1976
46,846
1975 / 1976
99,403
1974
1983
47,666
61,075
Warehouse / Light
Manufacturing
10
1970 / 2007
97,737
1
1
1
2
1
4
1
1
29
6
5
13
1
1
1
1
1
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Industrial Outdoor
Storage
Light Industrial /
Office
1
1
1
1
1
1
2
— Redevelopment
Light Industrial /
Office
1
48
638
1986
1991
1986
59,399
112,000
83,520
1988 / 2020
106,412
1988
1995
57,086
27,267
1974 / 2021
46,820
1967
1987
—
150,144
1,494,462
0.3 %
0.7 %
0.1 %
0.2 %
0.1 %
0.3 %
0.2 %
0.1 %
3.5 %
0.3 %
0.3 %
0.4 %
0.2 %
0.1 %
0.2 %
0.1 %
0.1 %
0.2 %
0.1 %
0.3 %
0.2 %
0.3 %
0.1 %
0.1 %
0.1 %
— %
0.4 %
3.5 %
4
1
1
2
1
8
8
1
92.7 % $
1,690,464
100.0 % $
4,311,948
100.0 % $
461,795
100.0 % $
1,025,498
100.0 % $
577,200
100.0 % $
1,253,698
100.0 % $
873,048
100.0 % $
439,260
69
98.2 % $
19,175,024
15
36
52
3
1
2
2
2
100.0 % $
1,785,687
98.8 % $
2,157,724
100.0 % $
3,530,247
100.0 % $
1,071,123
100.0 % $
574,351
100.0 % $
1,232,792
100.0 % $
523,556
100.0 % $
852,264
42
100.0 % $
1,886,373
4
1
1
1
2
1
4
—
5
174
100.0 % $
922,343
100.0 % $
1,344,000
100.0 % $
945,414
100.0 % $
1,557,916
86.9 % $
512,799
100.0 % $
590,073
100.0 % $
681,447
— % $
—
82.1 % $
2,976,874
97.6 % $
23,144,983
0.3 % $
0.8 % $
0.1 % $
0.2 % $
0.1 % $
0.2 % $
0.1 % $
0.1 % $
3.5 % $
0.3 % $
0.4 % $
0.7 % $
0.2 % $
0.1 % $
0.2 % $
0.1 % $
0.2 % $
0.3 % $
0.2 % $
0.2 % $
0.2 % $
0.3 % $
0.1 % $
0.1 % $
0.1 % $
— % $
0.5 % $
4.2 % $
42,403,735
100.0 %
1,677
94.6 % $
546,348,804
100.0 % $
42
(1) Year renovated reflects the most recent year in which a material upgrade, alteration or addition to building systems was completed, resulting in increased
marketability of the property.
(2) Calculated as rentable square feet for such property divided by rentable square feet for the total consolidated portfolio as of December 31, 2022.
(3) Calculated as monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31, 2022, multiplied by
12. Excludes tenant reimbursements.
(4) Calculated as annualized base rent for such property divided by annualized base rent for the total consolidated portfolio as of December 31, 2022.
(5) Calculated as annualized base rent for such property divided by occupied square feet for such property as of December 31, 2022.
(6) This property is undergoing repositioning, redevelopment, or lease-up as of December 31, 2022.
(7) Safari Business Park consists of 16 buildings with the following addresses: 1845, 1885, 1901-1957 and 2037-2077 Vineyard Avenue; 1906-1946 and 2048-
2058 Cedar Street; 1900-1956, 1901-1907, 1911-1951, 2010-2020 and 2030-2071 Lynx Place; 1810, 1840-1898, 1910-1960 and 2030-2050 Carlos Avenue;
2010-2057 and 2060-2084 Francis Street.
Property Diversification
The following table sets forth information relating to diversification by property type in our portfolio based on total annualized rent as of December 31,
2022.
Property Type
Warehouse /
Distribution
Warehouse / Light
Manufacturing
Light Industrial /
(6)
Office
Industrial Outdoor
Storage
Warehouse / Excess
Land
Light Manufacturing
/ Flex
Cold Storage /
Distribution
Redevelopment
Total / Weighted
Average
(8)
Number of
Properties
Occupancy
(1)
Building
Square Feet
Percentage of
Total Building
Square Feet
Land Square
Feet
Coverage
(2)
Annualized
Base
(3)
Rent
Percentage of
Total
Annualized Base
Rent
(4)
Annualized
Base Rent per
Building
Square Foot
(5)
167
95.6 %
26,581,232
62.7 %
57,023,029
46.6 % $
302,824
55.4 % $
11.91
92.6 %
8,833,497
20.8 %
19,964,033
44.2 %
105,181
19.2 % $
12.86
93
34
18
20
8
4
12
94.8 %
4,071,914
9.6 %
9,776,554
94.1 %
182,005
0.4 %
7,286,286
94.3 %
1,358,029
3.2 %
5,335,106
99.1 %
826,266
2.0 %
2,141,835
100.0 %
— %
401,668
149,124
0.9 %
0.4 %
798,855
2,780,841
41.6 %
2.5 %
25.5 %
38.6 %
50.3 %
5.4 %
68,745
28,426
20,170
14,057
6,946
—
12.6 % $
17.80
5.2 % $
3.90
(7)
3.7 % $
15.76
2.6 % $
17.16
1.3 % $
— % $
17.29
—
13.61
356
94.6 %
42,403,735
100.0 %
105,106,539
40.3 % $
546,349
100.0 % $
(1) Calculated as the average occupancy at such properties as of December 31, 2022, based on building square feet.
(2) Calculated as building square feet divided by land square feet.
(3) Calculated for each property as the monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31,
2022, multiplied by 12, and then aggregated by property type. Excludes tenant reimbursements. Amounts in thousands.
(4) Calculated for each property type as annualized base rent for such property type divided by annualized base rent for the total consolidated portfolio as of
December 31, 2022.
(5) Calculated for each property type as annualized base rent for such property type divided by occupied building square feet for such property type as of
December 31, 2022, unless otherwise noted.
(6) Includes 901 West Alameda Avenue with 44,924 building square feet that is classified as Creative Office.
(7) Calculated for “Industrial Outdoor Storage” as annualized base rent for such property type divided by land square feet.
43
(8) Represents current redevelopment properties and vacant future redevelopment properties as of December 31, 2022. These redevelopment properties will have
an estimated combined 1.6 million of rentable square feet at completion.
Uncommenced Leases
Uncommenced leases as of December 31, 2022, reflect signed new and renewal leases that had not yet commenced as of December 31, 2022. Differences
between our occupancy rates and leased rates as disclosed throughout this Annual Report on Form 10-K, are attributed to our uncommenced leases. The following
table sets forth information relating to our uncommenced leases as of December 31, 2022.
Uncommenced
Renewal Leases:
Leased Square
Feet
(1)
Uncommenced
New Leases:
Leased Square
Feet
(2)
Percent
(3)
Leased
Annualized
(4)
Base Rent
Annualized Base
Rent:
Uncommenced
Leases
(5)
Annualized Base
Rent
(Commenced
and
Uncommenced
Leases)
(6)
Annualized Base
Rent
(Commenced
and
Uncommenced
Leases)
per Leased
Square Foot
(7)
553,188
70,094
89,507
109,118
78,501
900,408
7,258
18,470
—
—
—
95.6 % $
93.1 %
331,011 $
54,929
6,703 $
967
337,714 $
55,896 $
89.7 %
97.9 %
99.7 %
83,725
42,320
34,364
763
750
243
84,488 $
43,070 $
34,607 $
25,728
94.7 % $
546,349 $
9,426 $
555,775 $
14.73
14.10
11.72
14.79
11.00
13.84
Market
Los Angeles County
Orange County
Riverside / San
Bernardino County
San Diego County
Ventura County
Total/Weighted
Average
(1) Represents the square footage of renewal leases that had been signed but had not yet commenced as of December 31, 2022.
(2) Represents the square footage of new leases that had been signed but had not yet commenced as of December 31, 2022.
(3) Calculated as square footage under commenced and uncommenced leases (net of renewal space) as of December 31, 2022, divided by total rentable square
feet.
(4) Represents annualized base rent for leases that had commenced as of December 31, 2022, at each property (calculated as monthly contracted base rent (before
rent abatements) per the terms of the lease(s) at such property, as of December 31, 2022, multiplied by 12), aggregated by market. Excludes tenant
reimbursements. Amounts in thousands.
(5) Annualized base rent from uncommenced leases includes: (i) $2.4 million of annualized base rent under uncommenced new leases (calculated by multiplying
the first full month of contractual base rents (before rent abatements) to be received under uncommenced new leases, by 12) and (ii) $7.0 million of
incremental annualized base rent under uncommenced renewal leases (calculated as the difference between (a) the first full month of contractual base rents
(before rent abatements) to be received under uncommenced renewal leases and (b) the monthly contracted base rents under commenced leases (for the same
space) as of December 31, 2022, multiplied by 12.). Amounts in thousands.
(6) Calculated by adding annualized base rent for commenced leases (as described in note (4) above) and annualized base rent from uncommenced leases (as
described in note (5) above). Amounts in thousands.
(7) Calculated by dividing annualized base rent from commenced leases and uncommenced leases (as described in note (6) above), by leased square footage under
commenced and uncommenced leases (net of renewal space) as of December 31, 2022.
44
Geographic Diversification
The following table sets forth information relating to geographic diversification by county and submarket in our portfolio based on total annualized base
rent as of December 31, 2022.
Market
Los Angeles County
Central LA
Greater San Fernando Valley
Mid-Counties
San Gabriel Valley
South Bay
Subtotal / Weighted Average
Orange County
North Orange County
OC Airport
South Orange County
West Orange County
Subtotal / Weighted Average
Riverside / San Bernardino
County
Inland Empire East
Inland Empire West
Subtotal / Weighted Average
Ventura County
Ventura
Subtotal / Weighted Average
San Diego County
Central San Diego
North County San Diego
Subtotal / Weighted Average
Consolidated Portfolio - Total /
Weighted Average
Number of
Properties
Occupancy
(1)
Rentable
Square Feet
Percentage of
Total Rentable
Square Feet
Annualized
Base
(2)
Rent
Percentage of
Total Annualized
Base Rent
(3)
Annualized
Base Rent per
(4)
Square Foot
22
58
27
34
75
216
18
9
5
8
40
1
48
49
19
19
18
14
32
95.5 %
95.3 %
95.2 %
96.0 %
95.7 %
95.6 %
100.0 %
97.4 %
100.0 %
74.8 %
92.7 %
100.0 %
89.7 %
89.7 %
99.7 %
99.7 %
97.6 %
98.2 %
97.9 %
3,189,684
6,531,871
2,624,612
4,229,684
7,403,432
23,979,283
1,631,477
1,057,017
448,762
1,119,570
4,256,826
33,258
8,003,920
8,037,178
3,156,432
3,156,432
1,494,462
1,479,554
2,974,016
7.5 % $
15.4 %
6.2 %
10.0 %
17.5 %
56.6 % $
3.8 % $
2.5 %
1.1 %
2.6 %
10.0 % $
0.1 % $
18.9 %
19.0 % $
7.4 % $
7.4 % $
3.5 % $
3.5 % $
7.0 % $
34,517
81,011
35,064
47,215
133,204
331,011
21,917
16,972
6,507
9,533
54,929
611
83,114
83,725
34,364
34,364
23,145
19,175
42,320
6.3 % $
14.8 % $
6.4 % $
8.7 % $
24.4 % $
60.6 % $
4.0 % $
3.1 % $
1.2 % $
1.8 % $
10.1 % $
0.1 % $
15.2 % $
15.3 % $
6.3 % $
6.3 % $
4.2 % $
3.5 % $
7.7 % $
356
94.6 %
42,403,735
100.0 % $
546,349
100.0 % $
11.33
13.01
14.04
11.63
18.81
14.45
13.43
16.49
14.50
11.39
13.92
18.36
11.58
11.61
10.92
10.92
15.87
13.20
14.54
13.61
(1) Calculated as the average occupancy at such properties as of December 31, 2022.
(2) Represents annualized base rent for each property (calculated as monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such
property, as of December 31, 2022, multiplied by 12), aggregated by market. Excludes tenant reimbursements. Amounts in thousands.
(3) Calculated as annualized base rent for such market divided by annualized base rent for the total consolidated portfolio as of December 31, 2022.
(4) Calculated as annualized base rent for such market divided by occupied square feet for such market as of December 31, 2022.
45
Industry Diversification
The following table sets forth information relating to tenant diversification by industry in our portfolio based on total annualized base rent as of
December 31, 2022.
Industry
(5)
Transportation and Warehousing
Wholesale Trade
Manufacturing
Professional, Scientific, and Technical Services
Retail Trade
Construction
Arts, Entertainment, and Recreation
Mining, Quarrying, and Oil and Gas
Extraction
Public Administration
Administrative and Support and Waste
Management and Remediation Services
Other Services (except Public Administration)
Health Care and Social Assistance
Real Estate and Rental and Leasing
Information
Educational Services
Finance and Insurance
Miscellaneous
Total / Weighted Average
Number
of Leases
(1)
Occupied
Square Feet
Percentage of
Total Occupied
Square Feet
Annualized
Base
(2)
Rent
Percentage of
Total Annualized
Base Rent
(3)
Annualized
Base Rent per
Square
(4)
Foot
306
392
296
127
127
109
32
4
13
58
50
25
31
45
14
11
37
1,677
9,175,235
9,784,486
9,215,227
2,836,493
2,857,096
1,034,763
995,057
40,727
507,470
661,696
612,702
622,752
523,704
408,174
403,505
267,627
183,553
40,130,267
22.9 % $
24.4 %
23.0 %
7.1 %
7.1 %
2.6 %
2.5 %
0.1 %
1.3 %
1.6 %
1.5 %
1.5 %
1.3 %
1.0 %
1.0 %
0.7 %
0.4 %
100.0 % $
132,628
118,887
110,752
42,902
35,351
14,750
12,285
11,806
10,617
9,267
9,085
8,519
8,315
6,840
6,189
5,041
3,115
546,349
24.3 % $
21.8 % $
20.3 % $
7.8 % $
6.5 % $
2.7 % $
2.2 % $
14.46
12.15
12.02
15.13
12.37
14.25
12.35
2.2 % $
1.9 % $
(5)
289.88
20.92
1.7 % $
1.7 % $
1.6 % $
1.5 % $
1.2 % $
1.1 % $
0.9 % $
0.6 % $
100.0 % $
14.00
14.83
13.68
15.88
16.76
15.34
18.84
16.97
13.61
(1) A single lease may cover space in more than one building.
(2) Calculated for each lease as the monthly contracted base rent (before rent abatements) per the terms of such lease, as of December 31, 2022, multiplied by 12,
and then aggregated by industry. Excludes tenant reimbursements. Amounts in thousands.
(3) Calculated as annualized base rent for tenants in such industry divided by annualized base rent for the total consolidated portfolio as of December 31, 2022.
(4) Calculated as annualized base rent for tenants in such industry divided by occupied square feet for tenants in such industry as of December 31, 2022.
(5) Includes a tenant leasing an 80.2 acre industrial outdoor oil storage site with annualized base rent of $11.2 million or $3.21 per land square foot.
Tenants
Our portfolio of properties has a stable and diversified tenant base. As of December 31, 2022, our consolidated properties were 94.7% leased to tenants in
a variety of industries, with no single tenant accounting for more than 2.2% of our total annualized in-place base rent. Our average lease size is approximately
25,000 square feet, and approximately 37% of our total leased square feet consists of leases that are less than 50,000 square feet each. Our 10 largest tenants
combined accounted for 12.6% of our annualized base rent as of December 31, 2022. We intend to continue to maintain a diversified mix of tenants in order to
limit our exposure to any single tenant or industry.
46
The following table sets forth information about the 10 largest tenants in our portfolio based on total annualized base rent as of December 31, 2022.
Submarket
Multiple
Submarkets
(4)
South Bay
South Bay
Inland Empire West
Mid-Counties
Central LA
Multiple
Submarkets
Multiple
Submarkets
South Bay
Mid-Counties
(6)
(7)
Tenant
Federal Express Corporation
Zenith Energy West Coast
Terminals LLC
L3 Technologies, Inc.
Best Buy Stores, L.P.
Michael Kors (USA), Inc.
United Natural Foods, Inc.
County of Los Angeles
Madden Corporation
AL Dahra ACX, Inc.
Global Mail. Inc.
Top 10 Tenants
All Other Tenants
Total Consolidated Portfolio
Occupied
Square Feet
Percentage of
Total Occupied
Square Feet
Annualized
(1)
Base Rent
Percentage of
Total Annualized
Base
(2)
Rent
Annualized
Base Rent per
Square
(3)
Foot
Lease
Expirations
527,861
—
461,431
501,649
565,619
695,120
170,542
312,570
148,186
346,381
3,729,359
36,400,908
40,130,267
1.3 % $
12,208
2.2 % $
23.13
11/30/2032
(4)
— %
1.1 %
1.3 %
1.4 %
1.7 %
0.4 %
0.8 %
0.4 %
0.9 %
9.3 %
90.7 %
100.0 % $
11,222
8,728
7,886
5,921
5,588
4,730
4,626
4,146
3,997
69,052
477,297
546,349
See Note
(5)
18.92
15.72
10.47
8.04
27.74
14.80
27.98
11.54
9/29/2041
9/30/2031
6/30/2029
11/30/2026
5/8/2038
1/31/2027
(6)
5/31/2027
(7)
8/31/2027
6/30/2030
2.1 %
1.6 % $
1.4 % $
1.1 % $
1.0 % $
0.9 % $
0.8 % $
0.8 % $
0.7 % $
12.6 %
87.4 %
100.0 %
(1) Calculated for each tenant as the monthly contracted base rent (before rent abatements) per the terms of such tenant’s lease as of December 31, 2022,
multiplied by 12. Excludes tenant reimbursements. Amounts in thousands.
(2) Calculated as annualized base rent for such tenant divided by annualized base rent for the total consolidated portfolio as of December 31, 2022.
(3) Calculated as annualized base rent for such tenant divided by occupied square feet for such tenant as of December 31, 2022.
(4) Includes (i) two short-term land leases in LA-Mid-Counties/North Orange County which expired on January 31, 2023, (ii) one land lease in LA-Mid-Counties
expiring July 31, 2025, (iii) one land lease in North Orange County expiring October 31, 2026, (iv) 30,160 rentable square feet in Ventura expiring
September 30, 2027, (v) one land lease in LA-Mid-Counties expiring June 30, 2029, (vi) 42,270 rentable square feet in LA-South Bay expiring October 31,
2030, (vii) 311,995 rentable square feet in North County San Diego expiring February 28, 2031, & (viii) 143,436 rentable square feet in LA-South Bay
expiring November 30, 2032.
(5) The tenant is leasing an 80.2 acre industrial outdoor oil storage site with annualized base rent of $11.2 million or $3.21 per land square foot.
(6) Includes (i) 164,500 rentable square feet in the Greater San Fernando Valley expiring October 31, 2023 and (ii) 6,042 rentable square feet in LA-South Bay
expiring January 31, 2027.
(7) Includes (i) 29,146 rentable square feet in Inland Empire West expiring December 31, 2026 and (ii) 283,424 rentable square feet in LA-South Bay expiring
May 31, 2027.
Leases
Overview
Triple net lease. In our triple net leases, the tenant is responsible for all aspects of and costs related to the property and its operation during the lease term.
The landlord may have responsibility under the lease to perform or pay for certain capital repairs or replacements to the roof, structure or certain building systems,
such as heating and air conditioning and fire suppression. The tenant may have the right to terminate the lease or abate rent due to a major casualty or
condemnation affecting a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. As of December 31, 2022,
there were 531 triple net leases in our consolidated portfolio, representing approximately 70.1% of our total annualized base rent.
47
Modified gross lease. In our modified gross leases, the landlord is responsible for some property-related expenses during the lease term, but a significant
amount of the expenses is passed through to the tenant for reimbursement to the landlord. Modified gross leases often include base year amounts, and expense
increases over these amounts are recoverable. The tenant may have the right to terminate the lease or abate rent due to a major casualty or condemnation affecting
a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. As of December 31, 2022, there were 948 modified
gross leases in our consolidated portfolio, representing approximately 20.2% of our total annualized base rent.
Gross lease. In our gross leases, the landlord is responsible for all aspects of and costs related to the property and its operation during the lease term. The
tenant may have the right to terminate the lease or abate rent due to a major casualty or condemnation affecting a significant portion of the property or due to the
landlord’s failure to perform its obligations under the lease. As of December 31, 2022, there were 198 gross leases in our consolidated portfolio, representing
approximately 9.7% of our total annualized base rent.
The following table provides information regarding our lease segmentation by size as of December 31, 2022:
Square Feet
Building:
<4,999
5,000 - 9,999
10,000 - 24,999
25,000 - 49,999
>50,000
Building Subtotal /
Weighted Average
Land/IOS
Other
(5)
(5)
Total
Number of
Leases
Occupied
Building
Square Feet
Building/Land
Square Feet
Percentage of
Total Occupied
Building Square
Feet
Annualized
(1)
Base Rent
Percentage of
Total Annualized
Base Rent
(2)
Annualized
Base Rent per
(3)
Square Foot
1,619,182
1,717,386
5,161,843
6,344,052
25,079,799
39,922,262
(4)
1,728,879
1,822,654
5,540,882
6,770,414
26,331,046
42,193,875
7,486,469
(4)
(6)
672
240
319
173
214
1,618
26
33
1,677
4.1 % $
4.3 %
12.9 %
15.9 %
62.8 %
100.0 % $
$
26,149
27,154
74,731
83,798
301,214
513,046
31,024
2,279
546,349
4.8 % $
5.0 % $
13.7 % $
15.3 % $
55.1 % $
93.9 % $
5.7 % $
0.4 %
100.0 %
16.15
15.81
14.48
13.21
12.01
12.85
4.14
(1) Calculated for each lease as the monthly contracted base rent (before rent abatements) per the terms of such lease, as of December 31, 2022, multiplied by 12,
and then aggregated by building square feet (if applicable). Excludes tenant reimbursements. Amounts in thousands.
(2) Calculated as annualized base rent for such leases divided by annualized base rent for the total consolidated portfolio as of December 31, 2022.
(3) For building leases, calculated as annualized base rent for such leases divided by occupied building square feet for such leases as of December 31, 2022. For
“Land/IOS” leases, calculated as annualized base rent for such leases divided by land square feet for such leases as of December 31, 2022.
(4) Excludes 208,005 occupied building square feet and 209,860 building square feet that are associated with “Land/IOS”.
(5) “Land/IOS” includes leases for improved land sites and industrial outdoor storage (IOS) sites. “Other” includes amounts related to cellular tower, solar and
parking lot leases.
(6) Reflects land square feet for “Land/IOS” leases.
48
Lease Expirations
As of December 31, 2022, our weighted average in-place remaining lease term was approximately 4.0 years. The following table sets forth a summary
schedule of lease expirations for leases in place as of December 31, 2022, plus available space, for each of the 10 full calendar years commencing December 31,
2022 and thereafter in our portfolio. The information set forth in the table assumes that tenants exercise no renewal options and no early termination rights.
(5)
(6)
Year of Lease Expiration
Vacant
Repositioning
MTM Tenants
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Thereafter
Total Consolidated Portfolio
Number of
Leases Expiring
—
—
12
26
398
420
352
201
128
41
22
18
18
41
1,677
Total Rentable
Square
(1)
Feet
Percentage of
Total Owned
Square Feet
Annualized Base
Rent
(2)
Percentage of
Total Annualized
Base Rent
(3)
Annualized Base
Rent per Square
Foot
(4)
867,406
1,406,061
60,444
665,533
5,834,280
6,898,600
5,830,107
6,478,837
4,774,192
1,522,731
1,982,238
1,541,018
1,906,263
2,636,025
42,403,735
2.1 % $
3.3 %
0.1 %
1.6 %
13.7 %
16.3 %
13.7 %
15.3 %
11.3 %
3.6 %
4.7 %
3.6 %
4.5 %
6.2 %
100.0 % $
—
—
1,026
8,026
81,278
81,917
75,598
77,562
73,317
19,448
29,989
19,092
31,404
47,692
546,349
— % $
— % $
0.2 % $
1.5 % $
14.9 % $
15.0 % $
13.8 % $
14.2 % $
13.4 % $
3.6 % $
5.5 % $
3.5 % $
5.7 % $
8.7 % $
100.0 % $
—
—
16.98
12.06
13.93
11.87
12.97
11.97
15.36
12.77
15.13
12.39
16.47
18.09
13.61
(1) Represents the contracted square footage upon expiration.
(2) Calculated as monthly contracted base rent (before rent abatements) per the terms of such lease, as of December 31, 2022, multiplied by 12, and then
aggregated by year of lease expiration. Excludes tenant reimbursements. Amounts in thousands.
(3) Calculated as annualized base rent set forth in this table divided by annualized base rent for the total portfolio as of December 31, 2022.
(4) Calculated as annualized base rent for such leases divided by occupied square feet for such leases as of December 31, 2022.
(5) Represents vacant space (not under repositioning) as of December 31, 2022. Includes leases aggregating 25,728 rentable square feet that had been signed but
had not yet commenced as of December 31, 2022. Adjusting for such leases, we had 841,678 of available vacant space representing 2.0% of our total owned
square feet as of December 31, 2022.
(6) Represents vacant space at properties that were classified as repositioning (including “other repositioning projects”) or redevelopment as of December 31,
2022. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors That May Influence Future
Results of Operations – Acquisitions and Value-Add Repositioning and Redevelopment of Properties,” of this Annual Report on Form 10-K for additional
details related to these properties.
49
Historical Tenant Improvements and Leasing Commissions
The following table sets forth certain historical information regarding leasing related (revenue generating) tenant improvement and leasing commission
costs for tenants at the properties in our portfolio as follows:
Cost
(1)
2022
Square Feet
(2)
PSF
Year Ended December 31,
2021
Square Feet
(1)
(2)
PSF
Cost
Cost
(1)
2020
Square Feet
(2)
PSF
(3)(5)
(3)(4)
Tenant Improvements
New Leases – First Generation
New Leases – Second Generation
Renewal Leases
Total Tenant Improvements
Leasing Commissions
New Leases – First Generation
New Leases – Second Generation
Renewal Leases
Total Leasing Commissions
Total Tenant Improvements & Leasing
Commissions
(3)(4)
(3)(5)
$
$
$
$
$
1,528
494
855
2,877
7,357
9,190
5,025
21,572
24,449
834,106 $
491,933 $
933,596 $
2,259,635 $
1.83 $
1.00
0.92
1.27 $
2,103
328
289
2,720
1,039,707 $
150,214 $
431,997 $
1,621,918 $
2.02 $
2.18
0.67
1.68 $
889
686
118
1,693
876,485 $
1,359,424 $
1,852,256 $
4,088,165 $
8.39 $
6.76
2.71
5.28 $
5,502
7,508
4,321
17,331
1,758,720 $
2,044,593 $
3,127,986 $
6,931,299 $
3.13 $
3.67
1.38
2.50 $
3,562
3,838
3,069
10,469
$
20,051
$
12,162
851,851 $
284,387 $
450,871 $
1,587,109 $
1,223,553 $
1,682,072 $
2,500,831 $
5,406,456 $
1.04
2.41
0.26
1.07
2.91
2.28
1.23
1.94
(1) Cost is reported in thousands. Costs of tenant improvements include contractual tenant allowances.
(2) Per square foot (“PSF”) amounts calculated by dividing the aggregate tenant improvement and/or leasing commission cost by the aggregate square footage of
the leases in which we incurred such costs, excluding new/renewal leases in which there were no tenant improvements and/or leasing commissions.
(3) New leases represent all leases other than renewal leases.
(4) Tenant improvements and leasing commissions related to our initial leasing of vacant space in acquired properties or leasing of a space that has been vacant
for more than 12 months, are considered first generation costs.
(5) Tenant improvements and leasing commissions related to leasing of a space that has been previously occupied by a tenant during the prior 12 months, are
considered second generation costs.
Historical Capital Expenditures
The following table sets forth certain information regarding historical maintenance (non-revenue generating) capital expenditures at the properties in our
portfolio as follows:
Non-Recurring Capital
Expenditures
Recurring Capital Expenditures
(4)
(5)
Total Capital Expenditures
(1) Cost is reported in thousands.
Cost
(1)
$
111,112
8,675
$ 119,787
2022
Square
(2)
Feet
PSF
(3)
Year Ended December 31,
2021
Square
(2)
Feet
(1)
Cost
PSF
(3)
26,002,606 $
39,561,722 $
4.27 $
0.22
$
80,545
10,466
91,011
22,951,051 $
33,239,851 $
3.51 $
0.31
$
2020
Square
(2)
Feet
PSF
(3)
20,463,668 $
27,929,513 $
3.25
0.25
Cost
(1)
66,588
6,949
73,537
(2) For non-recurring capital expenditures, reflects the aggregate square footage of the properties in which we incurred such capital expenditures. For recurring
capital expenditures, reflects the weighted average square footage of our consolidated portfolio for the period.
(3) PSF amounts calculated by dividing the aggregate capital expenditure costs by the square footage as defined in (1) and (2) above.
50
(4) Non-recurring capital expenditures are expenditures made in respect of a property for repositioning, redevelopment, or other major upgrade or renovation of
such property, and further includes capital expenditures for seismic upgrades, roof or parking lot replacements or capital expenditures for deferred
maintenance existing at the time such property was acquired.
(5) Recurring capital expenditures are expenditures made in respect of a property for maintenance of such property and replacement of items due to ordinary
wear and tear including, but not limited to, expenditures made for maintenance of parking lot, roofing materials, mechanical systems, HVAC systems and
other structural systems.
Item 3. Legal Proceedings
From time to time, we are party to various lawsuits, claims and legal proceedings that arise in the ordinary course of our business. We are not currently a
party to any legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition or results of
operations.
Item 4. Mine Safety Disclosures
Not applicable.
51
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
PART II
Market Information
Our common stock is traded on the NYSE under the symbol “REXR”. As of February 8, 2023, there were 251 holders of record of our common stock.
Certain shares of our Company are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the
foregoing numbers.
Sales of Unregistered Securities
None.
Repurchases of Equity Securities
Period
October 1, 2022 to October 31, 2022
November 1, 2022 to November 30, 2022
December 1, 2022 to December 31, 2022
Total Number of
Shares Purchased
(1)
Average Price Paid
per Share
226 $
82 $
38 $
346 $
51.80
55.80
54.12
53.00
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
Maximum Number (or
approximate dollar
value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(1)
Reflects shares of common stock that were tendered by certain of our employees to satisfy tax withholding obligations related to the vesting of restricted
shares of common stock.
Equity Compensation Plan Information
Our equity compensation plan information required by this item is incorporated by reference to the information in Part III, Item 12 of this Annual Report
on Form 10-K.
52
Performance Graph
The following graph compares the cumulative total stockholder return on our common stock from December 31, 2017 through December 31, 2022, with
the cumulative total return of the Standard & Poor’s 500 Index and a selection of appropriate “peer group” indexes (assuming the investment of $100 in our
common stock and in each of the indexes on December 31, 2017, and that all dividends were reinvested into additional shares of common stock at the frequency
with which dividends are paid on the common stock during the applicable fiscal year). The total return performance shown in this graph is not necessarily
indicative of, and is not intended to suggest, future total return performance.
Index
Rexford Industrial Realty, Inc.
S&P 500 Index
Dow Jones Equity All REIT Index
Dow Jones U.S. Real Estate Industrial Index
12/31/2017
$100.00
$100.00
$100.00
$100.00
12/31/2018
$103.24
$95.62
$95.90
$96.36
12/31/2019
$162.92
$125.72
$123.46
$137.49
12/31/2020
$178.70
$148.85
$117.54
$157.52
12/31/2021
$299.91
$191.58
$165.97
$241.82
12/31/2022
$206.42
$156.88
$124.47
$163.89
Period Ending
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the sections of this Annual Report on Form 10-K entitled “Risk Factors,” “Forward-Looking
Statements,” “Business” and our audited consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K.
This discussion contains forward-looking statements reflecting current expectations that involve risks and uncertainties. Actual results and the timing of events
may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk
Factors” and elsewhere in this Annual Report on Form 10-K.
53
Company Overview
Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service REIT focused on owning and operating industrial properties in
Southern California infill markets. We were formed as a Maryland corporation on January 18, 2013 and Rexford Industrial Realty, L.P. (the “Operating
Partnership”), of which we are the sole general partner, was formed as a Maryland limited partnership on January 18, 2013. Through our controlling interest in our
Operating Partnership and its subsidiaries, we acquire, own, improve, redevelop, lease and manage industrial real estate principally located in Southern California
infill markets, and from time to time, acquire or provide mortgage debt secured by industrial property. We are organized and conduct our operations to qualify as a
REIT under the Code, and generally are not subject to federal taxes on our income to the extent we distribute our income to our shareholders and maintain our
qualification as a REIT.
As of December 31, 2022, our consolidated portfolio consisted of 356 properties with approximately 42.4 million rentable square feet.
Our goal is to generate attractive risk-adjusted returns for our stockholders by providing superior access to industrial property investments and mortgage
debt investments secured by industrial property in high barrier Southern California infill markets. Our target markets provide us with opportunities to acquire both
stabilized properties generating favorable cash flow, as well as properties or land parcels where we can enhance returns over time through value-add repositioning
and redevelopments. Scarcity of available space and high barriers limiting new construction of for-lease product all contribute to create superior long-term
supply/demand fundamentals within our target infill Southern California industrial property markets. With our vertically integrated operating platform and
extensive value-add investment and management capabilities, we believe we are positioned to capitalize upon the opportunities in our markets to achieve our
objectives.
Highlights
Full Year Financial and Operational Highlights
• Net income attributable to common stockholders increased by 40.9% to $157.5 million in 2022 compared to 2021.
•
Core funds from operations (Core FFO)
(1)
attributable to common stockholders increased by 45.3% to $334.7 million in 2022 compared to 2021.
• Net operating income (NOI)
(1)
increased by 39.6% to $480.1 million in 2022 compared to 2021.
•
•
•
•
Total portfolio occupancy at year-end was 94.6%.
(2)
Same Property Portfolio average occupancy for the year ended December 31, 2022 was 98.7% and ending occupancy at year-end was 98.1%.
Executed a total 442 new and renewal leases with a combined 5.1 million rentable square feet, with leasing spreads of 80.9% on a GAAP basis and 58.8%
on a cash basis.
Received credit rating upgrades to BBB+ from S&P and Fitch and Baa2 from Moody’s.
Acquisitions
• During 2022, we completed 52 acquisitions representing 61 properties with a combined 5.9 million rentable square feet of buildings on 319.6 acres of
land, including 31.5 acres of land for near term redevelopment, for an aggregate purchase price of $2.4 billion.
•
Subsequent to December 31, 2022, we completed the acquisition of two properties with a combined 1.2 million rentable square feet buildings on 52.3
acres of land, for a purchase price of $405.0 million.
Dispositions
• During 2022, we sold one property with 79,247 rentable square feet, for a gross sales price of $16.5 million and recognized $8.5 million in gains on sale
of real estate.
____________________
(1)
For a reconciliation to net income and a discussion of why we believe Core FFO and NOI are useful supplemental measures of operating performance, see
“Non-GAAP Supplemental Measures: Funds From Operations” and “Non-GAAP Supplemental Measures: NOI and Cash NOI” included under Item 7 of this
Annual Report on Form 10-K.
(2)
For a definition of “Same Property Portfolio,” see “Results of Operations” included under Item 7 of this Annual Report on Form 10-K.
54
Repositioning & Redevelopment
• During 2022, we stabilized seven of our repositioning/redevelopment properties located at 29025-29055 Avenue Paine, 900 East Ball Road, 11600 Los
Nietos Road, 3441 MacArthur Boulevard, 415-435 Motor Avenue, 15650-15700 Avalon Boulevard and 19475 Gramercy Place, which have a combined
644,512 rentable square feet.
• During 2022, we pre-leased our repositioning properties located at 12133 Greenstone Avenue and 19431 Santa Fe Avenue. The leases are expected to
commence in 2023 subject to completion of repositioning work.
Equity
• During 2022, we issued 28,343,395 shares of common stock for total net proceeds of $1.8 billion through a range of equity transactions, as follows:
◦ We entered into forward equity sales agreements under our ATM programs with respect to 23,519,219 shares of our common stock at a weighted
average initial forward sale price of $64.29 per share. We partially settled these forward equity sales agreements and the outstanding forward sale
agreement from 2021 by issuing 24,788,691 shares of common stock in exchange for net proceeds of $1.6 billion.
◦
In the fourth quarter of 2022, we entered into forward equity sale agreements in connection with an underwritten public offering of 11,846,425
shares of our common stock, including 346,425 shares related to the partial exercise of underwriters’ option to purchase additional shares, at a
public offering price of $56.00 per share for an offering value of $663.4 million. In December 2022, we partially settled the forward equity sale
agreements by issuing 3,554,704 shares of common stock in exchange for net proceeds of $198.7 million.
•
Subsequent to December 31, 2022, in January 2023, we partially settled the outstanding forward equity sale agreements related to the public offering by
issuing 7,617,013 shares of common stock in exchange for net proceeds of $425.0 million.
• As of the date of this filing we had 1,311,592 shares of common stock, or approximately $72.9 million of net forward proceeds remaining for settlement
prior to May 2024, based on a weighted average forward sale price of $55.55 per share.
Financing
•
•
•
•
•
•
In May 2022, we amended our senior unsecured credit agreement to, among other changes, increase the borrowing capacity of our unsecured revolving
credit facility to $1.0 billion from $700.0 million and to add a $300.0 million unsecured term loan. The proceeds from the $300.0 million unsecured term
loan were used to repay our $150.0 million unsecured term loan facility due in 2025, terminate the associated swap, partially repay outstanding
borrowings under the unsecured revolving credit facility and for general corporate purposes.
In July 2022, we amended our senior unsecured credit agreement to add a $400.0 million unsecured term loan with a maturity date of July 19, 2024 (with
two extension options of one year each). Proceeds were used to fund acquisitions, reduce outstanding borrowings under the unsecured revolving credit
facility and for general corporate purposes.
In July 2022, we executed five interest rate swap transactions with an aggregate notional value of $300.0 million to manage our exposure to changes in 1-
month term SOFR (Term SOFR) related to a portion of our variable-rate debt. These swaps, which are effective July 27, 2022, and mature on May 26,
2027, currently fix Term SOFR at a weighted average rate of 2.81725%.
In October 2022, we refinanced our amortizing $60.0 million term loan expiring in August 2023. The new $60.0 million term loan facility bears interest at
Term SOFR, increased by a 0.10% SOFR adjustment, plus an applicable margin of 1.25% per annum, and matures on October 27, 2024, with three one-
year extension options available.
Subsequent to December 31, 2022, on February 6, 2023, our board of directors declared a quarterly dividend of $0.380 per share, an increase of 20.6%
from the prior quarterly rate of $0.315 per share.
Subsequent to December 31, 2022, we certified that the sustainability performance target associated with our senior unsecured credit agreement was met
for 2022, resulting in the reduction of the applicable margin and applicable credit facility by 0.04% and 0.01%, respectively.
55
Factors That May Influence Future Results of Operations
Market and Portfolio Fundamentals
Our operating results depend upon the infill Southern California industrial real estate market.
The infill Southern California industrial real estate sector has continued to exhibit strong fundamentals. These high-barrier infill markets are characterized
by a relative scarcity of available product, generally operating at or above approximately 98% occupancy, coupled with the limited ability to introduce new supply
due to high land and redevelopment costs and a dearth of developable land in markets experiencing a net reduction in supply as over time more industrial property
is converted to non-industrial uses than can be delivered. Consequently, available industrial supply has continued to decrease in many of our target infill
submarkets and construction deliveries have fallen short of demand. Meanwhile, underlying tenant demand within our infill target markets continues to
demonstrate growth, illustrated or driven by strong re-leasing spreads and renewal activity, an expanding regional economy, substantial growth in ecommerce
transaction and delivery volumes, as well as further compression of delivery time-frames to consumers and to businesses, increasing the significance of last-mile
facilities for timely fulfillment. That said, economic uncertainties as a result of rising inflation and increasing interest rates could impact future demand, rental rates
and vacancy within our infill Southern California market.
Tenant demand remains strong within our portfolio, which is strategically located within prime infill Southern California industrial markets. The quality
and intensity of tenant demand in 2022 is demonstrated through the Company’s strong leasing spreads and volume, achieving rental rates and related terms from
new and renewing tenants that have generally exceeded those from historical years (see “—Leasing Activity and Rental Rates” below). This tenant demand has
been driven by a wide range of sectors, from consumer products, healthcare and medical products to aerospace, food, construction, and logistics, as well as by an
emerging electric vehicle industry, among other sectors. In recent years, we have observed a notable increase in ecommerce-oriented tenants securing space within
our portfolio, in part driven by the impacts of the COVID-19 pandemic, which has accelerated the growth in the range and volume of goods and customers
transacting through ecommerce. In addition, ecommerce-related delivery demand associated with last-mile distribution is driving discernible shifts in inventory-
handling strategies among retailers and distributors, which we believe is driving incremental demand for our infill property locations. Our portfolio, which we
believe represents prime locations with superior functionality within the largest last-mile logistics distribution market in the nation, is well-positioned to continue
to serve our existing diverse tenant based and attract incremental ecommerce-oriented and traditional distribution demand.
We believe our portfolio’s leasing performance in 2022 has generally outpaced that of the infill markets within which we operate, although, as discussed
in more detail below, our target infill markets continue to operate at or near historically high levels of occupancy. We believe this performance has been driven by
our highly entrepreneurial business model focused on acquiring and improving industrial property in superior locations so that our portfolio reflects a higher level
of quality and functionality, on average, as compared to typical available product within the markets within which we operate. We also believe the quality and
entrepreneurial approach demonstrated by our team of real estate professionals actively managing our properties and our tenants enables the potential to
outcompete within our markets that we believe are generally otherwise owned by more passive, less-focused real estate owners.
General Market Conditions
The following are general market conditions and do not necessarily reflect the results of our portfolio. For our portfolio specific results see “—Rental
Revenues” and “—Results of Operations” below.
In Los Angeles County, market fundamentals were strong during 2022. Average asking lease rates increased year-over-year, reaching an all-time high due
to high levels of demand and near-record low vacancy levels, with several submarkets retaining sub 1% vacancy rates throughout the year. Current market
conditions indicate rents are likely to increase, but a more modest pace, through 2023, as demand has been steady, occupancy still remains at near capacity levels
and new development is limited by a lack of land availability and an increase in land and development costs.
In Orange County, market fundamentals were very strong during 2022. Average asking lease rates increased year-over-year reaching a record high and
vacancy decreased year-over-year to a new historic low at sub 1% vacancy. While lease rate growth has slowed over recent quarters, current market conditions
indicate rents are likely to increase through 2023 due to continued demand and the continued low availability of industrial product in this region.
In San Diego, vacancy increased year-over-year while still remaining at historically low levels and average asking lease rates increased year-over-year.
In Ventura County, vacancy increased slightly year-over-year and average asking lease rates increased year-over-year.
Lastly, in the Inland Empire West, which contains infill markets in which we operate, vacancy increased year-over-year rising above 1% for the first time since
mid-2021, and average taking lease rates increased significantly year-over-year. Current
56
market conditions indicate rents are likely to continue to increase through 2023, though at a moderated pace when compared to 2022 growth. We generally do not
focus on properties located within the non-infill Inland Empire East sub-market where available land and the development and construction pipeline for new
supply is substantial.
Acquisitions and Value-Add Repositioning and Redevelopment of Properties
The Company’s growth strategy comprises acquiring leased, stabilized properties as well as properties with value-add opportunities to improve
functionality and to deploy our value-driven asset management programs in order to increase cash flow and value. Additionally, from time to time, we may acquire
industrial outdoor storage sites, land parcels or properties with excess land for ground-up redevelopment projects. Acquisitions may comprise single property
investments as well as the purchase of portfolios of properties, with transaction values ranging from approximately $10 million single property investments to
portfolios potentially valued in the billions of dollars. The Company’s geographic focus remains infill Southern California. However, from time-to-time, portfolios
could be acquired comprising a critical mass of infill Southern California industrial property that could include some assets located in markets outside of infill
Southern California. In general, to the extent non-infill-Southern California assets were to be acquired as part of a larger portfolio, the Company may underwrite
such investments with the potential to dispose such assets over a certain period of time in order to maximize its core focus on infill Southern California, while
endeavoring to take appropriate steps to satisfy REIT safe harbor requirements to avoid prohibited transactions under REIT tax laws.
A key component of our growth strategy is to acquire properties through off-market and lightly marketed transactions that are often operating at below-
market occupancy or below-market rent at the time of acquisition or that have near-term lease roll-over or that provide opportunities to add value through
functional or physical repositioning and improvements. Through various repositioning, redevelopment, and professional leasing and marketing strategies, we seek
to increase the properties’ functionality and attractiveness to prospective tenants and, over time, to stabilize the properties at occupancy rates that meet or exceed
market rates.
A repositioning can provide a range of property improvements. This may include a complete structural renovation of a property whereby we convert large
underutilized spaces into a series of smaller and more functional spaces, or it may include the creation of additional square footage, the modernization of the
property site, the elimination of functional obsolescence, the addition or enhancement of loading areas and truck access, the enhancement of fire-life-safety
systems or other accretive improvements, in each case designed to improve the cash flow and value of the property.
We have a number of significant repositioning properties, which are individually presented in the tables below. A repositioning property that is considered
significant is typically defined as a property where a significant amount of space is held vacant in order to implement capital improvements, the cost to complete
repositioning work and lease-up is estimated to be greater than $1 million and the repositioning and lease-up time frame is estimated to be greater than six months.
We also have a range of other spaces in repositioning, that due to their smaller size, relative scope, projected repositioning costs or relatively nominal amount of
down-time, are not presented below, however, in the aggregate, may be substantial (and which we refer to as “other repositioning projects”).
A repositioning is generally considered complete once the investment is fully or nearly fully deployed and the property is available for occupancy.
Because each repositioning effort is unique and determined based on the property, targeted tenants and overall trends in the general market and specific submarket,
the timing and effect of the repositioning on our rental revenue and occupancy levels will vary, and, as a result, will affect the comparison of our results of
operations from period to period with limited predictability.
A redevelopment property is defined as a property where we plan to fully or partially demolish an existing building(s) due to building obsolescence
and/or a property with excess or vacant land where we plan to construct a ground-up building.
As of December 31, 2022, 16 of our properties were under current repositioning or redevelopment and one of our properties were in the lease-up stage. In
addition, we have a pipeline of 12 additional properties for which we anticipate beginning repositioning/redevelopment construction work between the first quarter
of 2023 and the first quarter of 2024. The tables below set forth a summary of these properties, as well as the properties that were most recently stabilized in 2022
and 2021, as the timing of these stabilizations have a direct impact on our current and comparative results of operations. We consider a
repositioning/redevelopment property to be stabilized upon the earlier of (i) reaching 90% occupancy or (ii) one year from the date construction work is completed.
57
Property (Submarket)
Total Property
Rentable
Square Feet
(2)
Market
Repositioning/
Lease-up
Rentable Square
Feet
(2)
Estimated Construction
Period
(1)
Start
Completion
Total
Property
Leased % at
12/31/22
Current Repositioning:
12821 Knott Street (West OC)
12133 Greenstone Avenue (Mid-Counties)
8210-8240 Haskell Avenue (SF Valley)
19431 Santa Fe Avenue (South Bay)
(3)
(4)
Total Current Repositioning
Lease-Up - Repositioning
14100 Vine Place (Mid-Counties)
Future Repositioning:
20851 Currier Road (SG Valley)
2800 Casitas Avenue (SF Valley)
500 Dupont Avenue (IE - West)
11308-11350 Penrose Street (SF Valley)
29120 Commerce Center Drive (SF Valley)
1010 Belmont Street (IE - West)
Total Future Repositioning
OC
LA
LA
LA
LA
LA
LA
SB
LA
LA
SB
165,171
LAND
52,934
LAND
218,105
165,171
LAND
52,934
LAND
218,105
1Q-2019
1Q-2021
1Q-2022
1Q-2022
1Q-2023
1Q-2023
1Q-2023
2Q-2023
—%
100%
—%
100%
(5)
122,514
122,514
2Q-2022
4Q-2022
—%
59,412
117,234
276,000
71,824
135,258
61,824
721,552
1Q-2023
1Q-2023
1Q-2023
1Q-2023
3Q-2023
3Q-2023
2Q-2023
3Q-2023
1Q-2024
2Q-2024
1Q-2024
3Q-2024
—%
100%
—%
100%
100%
100%
59,412
117,234
276,000
151,604
135,258
61,824
801,332
58
Property (Submarket)
Current Redevelopment:
15601 Avalon Boulevard (South Bay)
1055 Sandhill Avenue (South Bay)
9615 Norwalk Boulevard (Mid-Counties)
9920-10020 Pioneer Boulevard (Mid-Counties)
(7)
12752-12822 Monarch Street (West OC)
1901 Via Burton (North OC)
3233 Mission Oaks Boulevard (Ventura)
6027 Eastern Avenue (Central LA)
8888-8892 Balboa Avenue (Central SD)
12118 Bloomfield Avenue (Mid-Counties)
2390-2444 American Way (North OC)
4416 Azusa Canyon Road (San Gabriel Valley)
(8)
Total Current Redevelopment
Future Redevelopment:
3071 Coronado Street (North OC)
15010 Don Julian Road (San Gabriel Valley)
12772 San Fernando Road (San Fernando Valley)
17907-18001 Figueroa Street (South Bay)
21515 Western Avenue (South Bay)
13711 Freeway Drive (Mid-Counties)
Total Future Redevelopment
(9)
Stabilized:
29025-29055 Avenue Paine (San Fernando Valley)
900 East Ball Road (North OC)
11600 Los Nietos Road (Mid-Counties)
3441 MacArthur Blvd. (OC Airport)
415-435 Motor Avenue (SG Valley)
15650-15700 Avalon Blvd. (South Bay)
19475 Gramercy Place (South Bay)
Total 2022 Stabilized
The Merge (Inland Empire West)
16221 Arthur Street (Mid-Counties)
Rancho Pacifica Buildings 1 & 6 (South Bay)
8745-8775 Production Avenue (Central SD)
19007 Reyes Avenue (South Bay)
851 Lawrence Drive (Ventura)
(11)
(10)
Total 2021 Stabilized
Estimated Construction Period
(1)
Estimated
Redevelopment
Rentable Square
Feet
(6)
Market
Start
Completion
Total Property
Leased % at
12/31/22
LA
LA
LA
LA
OC
OC
VC
LA
SD
LA
OC
LA
OC
LA
LA
LA
LA
LA
Market
LA
OC
LA
OC
LA
LA
LA
SB
LA
LA
SD
LA
VC
86,830
127,857
201,571
162,231
161,711
139,449
117,358
93,498
123,488
109,570
100,483
130,063
1,554,109
105,173
219,242
143,421
75,392
84,100
104,500
731,828
3Q-2021
3Q-2021
3Q-2021
4Q-2021
1Q-2022
1Q-2022
2Q-2022
3Q-2022
3Q-2022
4Q-2022
4Q-2022
4Q-2022
1Q-2023
1Q-2023
3Q-2023
4Q-2023
4Q-2023
1Q-2024
1Q-2023
1Q-2024
2Q-2024
1Q-2024
2Q-2023
1Q-2024
2Q-2024
1Q-2024
1Q-2024
1Q-2024
1Q-2024
2Q-2024
1Q-2024
2Q-2024
3Q-2024
4Q-2024
4Q-2024
2Q-2025
—%
—%
—%
—%
See note (7)
—%
—%
—%
—%
—%
—%
—%
100%
—%
52%
100%
—%
100%
Stabilized Period
1Q-2022
2Q-2022
3Q-2022
3Q-2022
4Q-2022
4Q-2022
4Q-2022
2Q-2021
2Q-2021
3Q-2021
3Q-2021
3Q-2021
3Q-2021
Total Property
Leased % at
12/31/22
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Stabilized Rentable
Square Feet
111,260
62,607
106,251
124,102
94,321
98,259
47,712
644,512
333,544
61,372
488,114
26,200
—
90,773
1,000,003
59
(1) The estimated construction start period is the period we anticipate starting physical construction on a project. Prior to physical construction, we engage in
pre-construction activities, which include design work, securing permits or entitlements, site work, and other necessary activities preceding construction.
The estimated completion period is our current estimate of the period in which we will have substantially completed a project and the project is made
available for occupancy. We expect to update our timing estimates on a quarterly basis. The estimated construction period is subject to change as a result of
a number of factors including but not limited to permit requirements, delays in construction (including delays related to supply chain backlogs), changes in
scope, and other unforeseen circumstances.
(2)
“Total Property Rentable Square Feet” is the total rentable square footage of the entire property or particular building(s) (footnoted if applicable) under
repositioning/lease-up. “Repositioning/Lease-up Rentable Square Feet” is the actual rentable square footage that is subject to repositioning at the
property/building, and may be less than Total Property Rentable Square Feet.
(3) At 12821 Knott Street, we are repositioning the existing 120,800 rentable square foot building and constructing approximately 45,000 rentable square feet
of new warehouse space.
(4) At 12133 Greenstone Avenue, a 4.8 acre industrial site, we demolished the existing 12,586 rentable square foot truck terminal building to provide greater
functionality as a single tenant container storage facility. As of December 31, 2022, the property has been pre-leased with the lease expected to commence
in the second quarter of 2023, subject to completion of repositioning work.
(5) As of December 31, 2022, 19431 Santa Fe Avenue has been leased and the tenant is occupying a portion of the property. The tenant is expected to take full
occupancy in the second quarter of 2023, subject to completion of repositioning work.
(6) Represents the estimated rentable square footage of the project upon completion of redevelopment.
(7) As of December 31, 2022, 12752-12822 Monarch Street comprises 271,268 rentable square feet. The project includes 111,325 rentable square feet with
tenants in-place that are not being redeveloped. We are repositioning 63,815 rentable square feet, and have demolished 99,925 rentable square feet and are
constructing a new 97,896 rentable square feet building in its place. At completion, the total project will contain 273,036 rentable square feet.
(8) As of December 31, 2022, 3233 Mission Oaks Boulevard comprises 409,217 rentable square feet that are currently occupied and not being redeveloped. We
plan to construct one new building comprising 117,358 rentable square feet. We are also performing site work across the entire project. At completion, the
total project will contain 526,575 rentable square feet.
(9) We consider a repositioning property to be stabilized upon the earlier of (i) reaching 90% occupancy or (ii) one year from the date construction work is
completed.
(10) Rancho Pacifica Buildings 1 & 6 are located at 2301-2329 Pacifica Place and 2332-2366 Pacifica Place, and represent two buildings totaling 488,114
rentable square feet, out of six buildings at our Rancho Pacifica Park property, which have a total 1,152,883 rentable square feet. Property leased percentage
reflects the two buildings.
(11) At 19007 Reyes Avenue, a 4.5 acre industrial site, we removed the dysfunctional improvements and converted the site into a single tenant industrial outdoor
storage facility for container storage.
Capitalized Costs
Properties that are nonoperational as a result of repositioning or redevelopment activity may qualify for varying levels of interest, insurance and real
estate tax capitalization during the redevelopment and construction period. An increase in our repositioning and redevelopment activities resulting from value-add
acquisitions could cause an increase in the asset balances qualifying for interest, insurance and tax capitalization in future periods. We capitalized $12.2 million of
interest expense and $5.2 million of insurance and real estate tax expense during the year ended December 31, 2022, related to our repositioning and
redevelopment projects.
Construction Costs and Timing
Recent inflationary and supply chain pressures have led to increased construction materials and labor costs, which when combined with longer lead times
for governmental approvals and entitlements, have led to an overall increase in budgeted and actual construction costs as well as delays in starting and completing
certain of our redevelopment projects. While low vacancy in our markets and continued rent growth (see “—Leasing Activity and Rental Rates” below) has helped
to mitigate some of the impact of rising construction costs and project delays, additional increases in costs and further delays could result in a lower expected yield
on our redevelopment projects, which could negatively impact our future earnings.
60
Rental Revenues
Our operating results depend primarily upon generating rental revenue from the properties in our portfolio. The amount of rental revenue generated by
these properties is affected by our ability to maintain or increase occupancy levels and rental rates at our properties, which will depend upon our ability to lease
vacant space and re-lease expiring space at favorable rates.
Occupancy Rates
As of December 31, 2022, our consolidated portfolio, inclusive of space in repositioning as described in the subsequent paragraph, was approximately
94.6% occupied, while our stabilized consolidated portfolio exclusive of such space was approximately 97.9% occupied. We believe the opportunity to increase
occupancy at our properties will be an important driver of future revenue growth. An opportunity to drive this growth will derive from the completion and lease-up
of repositioning and redevelopment projects that are currently under construction.
As summarized in the tables under “Acquisitions and Value-Add Repositioning and Redevelopment of Properties” above, as of December 31, 2022, 16 of
our properties with a combined 1.8 million of estimated rentable square feet at completion are under current repositioning or redevelopment, one property is in
lease-up, and we have a near-term pipeline of 12 repositioning and redevelopment projects with a combined 1.5 million of estimated rentable square feet at
completion. Additionally, as of December 31, 2022, we had 0.4 million rentable square feet of other repositioning projects. Vacant space at these properties is
concentrated in our Los Angeles, Orange County and San Bernardino markets and represents 3.3% of our total consolidated portfolio square footage as of
December 31, 2022. Including vacant space at these properties, our weighted average occupancy rate as of December 31, 2022, in our Los Angeles, Orange
County and San Bernardino markets was 95.6%, 92.7% and 89.7%, respectively. Excluding vacant space at these properties, our weighted average occupancy rate
as of December 31, 2022, in these markets was 98.5%, 99.3% and 94.3%, respectively. We believe that an important portion of our long-term future growth will
come from the completion of these projects currently under or scheduled for repositioning/redevelopment, as well as through the identification or acquisition of
new opportunities for repositioning and redevelopment, whether in our existing portfolio or through new investments, which may vary from period to period
subject to market conditions.
The occupancy rate of properties not undergoing repositioning is affected by regional and local economic conditions in our Southern California infill
markets. In the last several years, the Los Angeles, Orange County, San Bernardino and San Diego markets have continued to show historically low vacancy and
positive absorption, resulting from high tenant demand combined with low product availability. Accordingly, our properties in these markets have generally
exhibited a similar trend. We believe that general market conditions will remain positive in 2023, and the opportunity to increase occupancy and rental rates at our
properties will be an important driver of future revenue growth; however, there can be no assurance that recent positive market trends will continue.
Leasing Activity and Rental Rates
The following tables set forth our leasing activity for new and renewal leases on a quarterly basis for the year ended December 31, 2022:
Quarter
Q1-2022
Q2-2022
Q3-2022
Q4-2022
Total/Weighted Average
Number of
Leases
Rentable Square
Feet
35
36
53
40
164
314,567
649,099
702,882
411,428
2,077,976
New Leases
Weighted
Average
Lease Term
(in years)
Effective Rent
Per Square Foot
(1)
4.4 $
5.8 $
4.6 $
8.5 $
5.7 $
23.19
22.98
25.29
24.61
24.12
61
GAAP Leasing
Spreads
(2)(4)
66.3 %
107.6 %
70.5 %
109.2 %
88.9 %
Cash Leasing
(3)(4)
Spreads
49.1 %
76.6 %
53.6 %
64.9 %
61.6 %
Number
of Leases
54
70
77
77
Rentable
Square Feet
552,828
745,840
994,945
736,124
Renewal Leases
Weighted
Average
Lease Term
(in years)
Effective
Rent Per
Square
(1)
Foot
3.4 $
3.9 $
4.6 $
4.0 $
21.13
19.48
21.50
19.71
278
3,029,737
4.1 $
20.50
Quarter
Q1-2022
Q2-2022
Q3-2022
Q4-2022
Total/Weighted
Average
GAAP Leasing
Spreads
(2)(5)
Cash Leasing
Spreads
(3)(5)
72.8 %
73.0 %
95.3 %
65.0 %
77.9 %
59.9 %
55.3 %
66.3 %
47.8 %
57.7 %
Expiring Leases
Retention %
(7)
Number of
Leases
94
130
125
136
Rentable
Square
(6)
Feet
1,153,547
1,625,064
1,736,079
1,457,914
485
5,972,604
Rentable
Square Feet
83.9 %
66.0 %
72.3 %
69.6 %
71.8 %
(1) Effective rent per square foot is the average base rent calculated in accordance with GAAP, over the term of the lease, expressed in dollars per square foot per
year. Includes all new and renewal leases that were executed during each respective quarter.
(2) Calculated as the change between GAAP rents, which straightlines rental rate increases and abatements, for new or renewal leases and the expiring GAAP
rents on the expiring leases for the same space.
(3) Calculated as the change between starting cash rents, excluding any abatements, for new or renewal leases and the expiring cash rents on the expiring leases
for the same space.
(4) The GAAP and cash re-leasing spreads for new leases executed during the year ended December 31, 2022, exclude 33 leases aggregating 908,524 rentable
square feet for which there was no comparable lease data. Of these 33 excluded leases, eight leases aggregating 500,643 rentable square feet were recently
repositioned/redeveloped space. Comparable leases generally exclude: (i) space that has never been occupied under our ownership, (ii) recently
repositioned/redeveloped space, (iii) space that has been vacant for over one year or (iv) space with lease terms shorter than six months.
(5) The GAAP and cash re-leasing rent spreads for renewal leases executed during the year ended December 31, 2022, exclude eight renewal leases with 30,693
rentable square feet that either had lease terms shorter than six months or were antenna/parking lot leases.
(6)
Includes leases totaling 1,257,196 rentable square feet that expired during the year ended December 31, 2022, for which the space has been or will be placed
into repositioning (including “other repositioning project”) or redevelopment.
(7) Retention is calculated as renewal lease square footage plus relocation/expansion square footage, divided by the square footage of leases expiring during the
period. Retention excludes square footage related to the following: (i) expiring leases associated with space that is placed into repositioning (including “other
repositioning project”) after the tenant vacates, (ii) early terminations with pre-negotiated replacement leases and (iii) move outs where space is directly
leased by subtenants. Retention for the first quarter of 2022 has been adjusted to conform to the current definition.
Our leasing activity is impacted both by our repositioning and redevelopment efforts, as well as by market conditions. While we reposition a property, its
space may become unavailable for leasing until completion of our repositioning efforts. As of December 31, 2022, we have 16 current
repositioning/redevelopment projects with estimated construction completion periods ranging from the first quarter of 2023 through the second quarter of 2025,
and an additional 12 repositioning and redevelopment projects in our pipeline with estimated completion dates through the second quarter of 2025. We expect
these properties to have positive impacts on our leasing activity and revenue generation as we complete our value-add plans and place these properties in service.
Scheduled Lease Expirations
Our ability to re-lease space subject to expiring leases is affected by economic and competitive conditions in our markets and by the relative desirability
of our individual properties, which may impact our results of operations.
As of December 31, 2022, 0.9 million rentable square feet of our portfolio was available for lease, 1.4 million rentable square feet of vacant space was
under repositioning/redevelopment and leases representing 0.7 million rentable square feet of our portfolio expired on December 31, 2022. Additionally, leases
representing 13.7% and 16.3% of the aggregate rentable square footage of our portfolio are scheduled to expire during the years ending December 31, 2023 and
2024, respectively. During the year ended December 31, 2022, we renewed 278 leases for 3.0 million rentable square feet, resulting in a 71.8% retention rate.
62
Our retention rate during the period was impacted by the combination of low vacancy and high demand in many of our key markets. New and renewal leases
signed during the current year had a weighted average term of 5.7 and 4.1 years, respectively, and we expect future new and renewal leases to have similar terms.
The leases scheduled to expire during the years ending December 31, 2023 and 2024, represent 14.9% and 15.0%, respectively, of the total annualized
base rent for our portfolio as of December 31, 2022. We estimate that, on a weighted average basis, in-place rents of leases scheduled to expire in 2023 and 2024
are currently below current market asking rates, although individual units or properties within any particular submarket may currently be leased either above,
below, or at the current market asking rates within that submarket.
As described under “Market and Portfolio Fundamentals” above, while market indicators, including changes in vacancy rates and average asking lease
rates, varied by market, overall there was continued low market vacancy and pervasive supply and demand imbalance across our submarkets, which continues to
support strong market fundamentals including positive rental growth. Therefore, we expect market dynamics to remain strong heading into 2023 and that these
positive trends will provide a favorable environment for additional increases in lease renewal rates. Accordingly, we expect 2023 will show positive renewal rates
and leasing spreads.
Conditions in Our Markets
The properties in our portfolio are located primarily in Southern California infill markets. Positive or negative changes in economic or other conditions,
including the impact of the ongoing and persisting local government emergency declarations related to the COVID-19 pandemic, high persistent inflation and
adverse weather conditions and natural disasters in this market may affect our overall performance.
Property Expenses
Our property expenses generally consist of utilities, real estate taxes, insurance, site repair and maintenance costs, and the allocation of overhead costs.
For the majority of our properties, our property expenses are recovered, in part, by either the triple net provisions or modified gross expense reimbursements in
tenant leases. The majority of our leases also comprise contractual three percent or greater annual rental rate increases meant, in part, to help mitigate potential
increases in property expenses over time. However, the terms of our leases vary and, in some instances, we may absorb property expenses. Our overall financial
results will be impacted by the extent to which we are able to pass-through property expenses to our tenants.
Taxable REIT Subsidiary
As of December 31, 2022, our Operating Partnership indirectly and wholly owns Rexford Industrial Realty and Management, Inc., which we refer to as
our services company. We have elected, together with our services company, to treat our services company as a taxable REIT subsidiary for federal income tax
purposes. A taxable REIT subsidiary generally may provide non-customary and other services to our tenants and engage in activities that we or our subsidiaries
(other than a taxable REIT subsidiary) may not engage in directly without adversely affecting our qualification as a REIT, provided a taxable REIT subsidiary may
not operate or manage a lodging facility or health care facility or provide rights to any brand name under which any lodging facility or health care facility is
operated. We may form additional taxable REIT subsidiaries in the future, and our Operating Partnership may contribute some or all of its interests in certain
wholly owned subsidiaries or their assets to our services company. Any income earned by our taxable REIT subsidiaries will not be included in our taxable income
for purposes of the 75% or 95% gross income tests, except to the extent such income is distributed to us as a dividend, in which case such dividend income will
qualify under the 95%, but not the 75%, gross income test. Because a taxable REIT subsidiary is subject to federal income tax and state and local income tax
(where applicable) as a regular corporation, the income earned by our taxable REIT subsidiaries generally will be subject to an additional level of tax as compared
to the income earned by our other subsidiaries. Our taxable REIT subsidiary is a C-corporation subject to federal and state income tax. However, it has a
cumulative unrecognized net operation loss carryforward and therefore there is no income tax provision for the years ended December 31, 2022 and 2021.
63
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in certain circumstances that
affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses for the reporting
periods. Actual amounts may differ from these estimates and assumptions. We have summarized below those accounting policies that require material subjective or
complex judgments and that have the most significant impact on financial condition and results of operations. Management evaluates these estimates on an
ongoing basis, based upon information currently available and on various assumptions that it believes are reasonable as of the date hereof. In addition, other
companies in similar businesses may use different estimation policies and methodologies, which may impact the comparability of our results of operations and
financial condition to those of other companies.
A critical accounting policy is one that is both important to the portrayal of an entity’s financial condition and results of operations and requires judgment
on the part of management. Generally, the judgment requires management to make estimates and assumptions about the effect of matters that are inherently
uncertain. Estimates are prepared using management’s best judgment, after considering past and current economic conditions and expectations for the future.
Changes in estimates could affect our financial position and specific items in our results of operations that are used by the users of our financial statements in their
evaluation of our performance.
The following critical accounting policies discussion reflects what we believe are the most significant estimates, assumptions, and judgments used in the
preparation of our consolidated financial statements. For further discussion of our significant accounting policies and discussion of new accounting
pronouncements (if applicable), see “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial statements under Item 15 of this report
on Form 10-K.
Investment in Real Estate
We evaluated the acquisitions that we completed during the years ended December 31, 2022 and 2021, and determined that these transactions should be
accounted for as asset acquisitions. Our acquisitions of properties generally no longer meet the revised definition of a business under Accounting Standards Update
2017-01, Business Combinations - Clarifying the Definition of a Business, and accordingly are accounted for as asset acquisitions.
For asset acquisitions, we allocate the cost of the acquisition, which includes the purchase price and associated acquisition transaction costs, to the individual
assets acquired and liabilities assumed on a relative fair value basis. These individual assets and liabilities typically include land, building and improvements,
tenant improvements, intangible assets and liabilities related to above- and below-market leases, intangible assets related to in-place leases, and from time to time,
assumed debt.
Our estimates for the fair value of the individual assets acquired and liabilities assumed are subject to uncertainty given the significant assumptions used
to determine their fair value. The use of different assumptions in the determination of fair value could significantly affect the reported amounts of the allocation of
our acquisition related assets and liabilities and the related depreciation and amortization expense recorded for such assets and liabilities. In addition, because the
value of above- and below-market leases are amortized as either a reduction or increase to rental income, respectively, our judgments for these intangibles could
have a significant impact on our reported rental revenues and results of operations. Our estimation process and the valuation model we use to determine the fair
value of the individual assets acquired and liabilities assumed are discussed in more detail in “Note 2 – Summary of Significant Accounting Policies” to our
consolidated financial statements included in Item 15 of this Report on Form 10-K.
Impairment of Long-Lived Assets
In accordance with the provisions of the Impairment or Disposal of Long-Lived Assets Subsections of ASC Topic 360: Property, Plant, and Equipment,
we assess the carrying values of our respective long-lived assets, including right-of use assets, for impairment whenever events or changes in circumstances
indicate that the carrying amounts of these assets may not be fully recoverable.
Impairment of the carrying value of long-lived assets are subject to uncertainty associated with forecasting future cash flows for measuring recoverability.
Recoverability of real estate assets and other long-lived assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted
cash flows. Assumptions and estimates used in the recoverability analyses for future cash flows, discount rates and capitalization rates are complex and subjective.
Changes in economic and operating conditions or our intent with respect to our investment that occur subsequent to our impairment analyses could impact these
assumptions and result in future impairment of our real estate properties. See “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial
statements included in Item 15 of this Report on Form 10-K for further details regarding our estimation process for impairment of long-lived assets.
64
Valuation of Operating Lease Receivables
We may be subject to tenant defaults and bankruptcies that could affect the collection of outstanding receivables. We perform an assessment of the
collectability of operating lease receivables on a tenant-by-tenant basis, which includes reviewing the age and nature of our receivables, the payment history and
financial condition of the tenant, our assessment of the tenant’s ability to meet its lease obligations and the status of negotiations of any disputes with the tenant.
Accordingly, assumptions used to estimate collectability of operating lease receivables can change from period to period based on the tenants’ payment history,
financial condition and other tenant specific factors. An increase or decrease in our assessment of the uncollectible amount for an operating lease receivable by
$1,000 will have an opposite impact of an equivalent amount on our rental income in the consolidated statements of operations. See “Note 2 – Summary of
Significant Accounting Policies” to our consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding valuation
of operating lease receivables.
Equity Based Compensation
We account for equity-based compensation in accordance with ASC Topic 718: Compensation – Stock Compensation. Total compensation cost for all
share-based awards is based on the estimated fair market value on the grant date. The grant date fair value for equity awards that contain market-based vesting
conditions (such as the Company’s total shareholder return (“TSR”) or the Company’s TSR relative to the TSR of a selected peer group of companies) are
performed using complex pricing valuation models, specifically a Monte Carlo simulation pricing model, that require the input of assumptions, including
judgments to estimate expected stock price volatility and expected dividend yield. For equity awards that contain performance-based vesting conditions (such as
the Company’s FFO per share growth) we recognize compensation cost based on the number of awards that are expected to vest based on the probable outcome of
the performance condition over the performance period. If factors change causing different assumptions to be made on the number of awards expected to vest,
estimated compensation expense may differ significantly from that recorded in the current period but ultimately, the compensation cost for these awards will be
adjusted in future periods to reflect the actual number of awards that vest. See “Note 2 – Summary of Significant Accounting Policies” and “Note 13 – Incentive
Award Plan” to our consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding our estimation process for
equity-based compensation.
Results of Operations
Our consolidated results of operations are often not comparable from period to period due to the effect of (i) property acquisitions, (ii) property
dispositions and (iii) properties that are taken out of service for repositioning or redevelopment during the comparative reporting periods. Our “Total Portfolio”
represents all of the properties owned during the reported periods. To eliminate the effect of changes in our Total Portfolio due to acquisitions, dispositions and
repositioning/redevelopment and to highlight the operating results of our on-going business, we have separately presented the results of our “Same Property
Portfolio.”
Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
For the comparison of the years ended December 31, 2022 and 2021, our Same Property Portfolio includes all properties in our industrial portfolio that
were wholly-owned by us for the period from January 1, 2021 through December 31, 2022, and that were stabilized prior to January 1, 2021, which consisted of
224 properties aggregating approximately 28.6 million rentable square feet. Results for our Same Property Portfolio exclude any properties that were acquired or
sold during the period from January 1, 2021 through December 31, 2022, properties classified as current or future repositioning, redevelopment or lease-up during
2021 or 2022, interest income, interest expense and corporate general and administrative expenses.
For the comparison of the years ended December 31, 2022 and 2021, our Total Portfolio includes the properties in our Same Property Portfolio, the 114
properties aggregating approximately 11.6 million rentable square feet that were acquired during 2022 and 2021, and the six properties aggregating approximately
0.3 million rentable square feet that were sold during 2022 and 2021.
As of December 31, 2022 and 2021, our Same Property Portfolio occupancy was approximately 98.1% and 99.1%, respectively. For the years ended
December 31, 2022 and 2021, our Same Property Portfolio weighted average occupancy was approximately 98.7% and 98.3%, respectively.
65
Same Property Portfolio
Total Portfolio
Year Ended December
31,
2022
2021
Increase/
(Decrease)
%
Change
Year Ended December
31,
2022
2021
Increase/
(Decrease)
%
Change
($ in thousands)
$ 409,737 $ 381,297 $
—
—
409,737
96,646
—
118,721
—
—
381,297
89,776
—
123,871
28,440
—
—
28,440
6,870
—
(5,150)
7.5 % $ 630,578 $ 451,733 $
616
— %
10
— %
631,204
7.5 %
468
37
452,238
7.7 %
— %
(4.2)%
150,503
64,264
196,794
107,721
48,990
151,269
178,845
148
(27)
178,966
42,782
15,274
45,525
39.6 %
31.6 %
(73.0)%
39.6 %
39.7 %
31.2 %
30.1 %
215,367
213,647
1,720
0.8 %
411,561
307,980
103,581
33.6 %
—
—
215,367
—
—
—
—
213,647
—
—
$ 194,370 $ 167,650 $
—
—
1,720
—
—
26,720
— %
— %
0.8 %
— %
— %
1,561
48,496
461,618
(915)
8,486
1,297
40,139
349,416
(505)
33,929
15.9 % $ 177,157 $ 136,246 $
264
8,357
112,202
(410)
(25,443)
40,911
20.4 %
20.8 %
32.1 %
81.2 %
(75.0)%
30.0 %
REVENUES
Rental income
Management and leasing services
Interest income
TOTAL REVENUES
OPERATING EXPENSES
Property expenses
General and administrative
Depreciation and amortization
TOTAL OPERATING
EXPENSES
OTHER EXPENSE
Other expenses
Interest expense
TOTAL EXPENSES
Loss on extinguishment of debt
Gains on sale of real estate
NET INCOME
Rental Income
The following table reports the breakdown of 2022 and 2021 rental income, as reported prior to the adoption of Accounting Standards Codification Topic
842, Leases (“ASC 842”) (dollars in thousands). We believe that the below presentation of rental income is not, and is not intended to be, a presentation in
accordance with GAAP. We are presenting this information because we believe it is frequently used by management, investors, securities analysts and other
interested parties to evaluate the Company’s performance.
Same Property Portfolio
Total Portfolio
Category
Rental revenue
Tenant reimbursements
Other income
(3)
(1)
(2)
Rental income
Year Ended December
31,
2022
2021
$ 338,494 $ 316,126 $
70,150
1,093
64,371
800
$ 409,737 $ 381,297 $
Increase/(Decrease)
22,368
5,779
293
28,440
%
Change
7.1 % $
9.0 %
36.6 %
7.5 % $
Year Ended December
31,
2022
522,419 $
106,227
1,932
630,578 $
2021
375,684 $
74,979
1,070
451,733 $
Increase/(Decrease)
146,735
31,248
862
178,845
%
Change
39.1 %
41.7 %
80.6 %
39.6 %
Our Same Property Portfolio and Total Portfolio rental income increased by $28.4 million, or 7.5%, and $178.8 million, or 39.6%, respectively, during the
year ended December 31, 2022, compared to the year ended December 31, 2021, for the reasons described below:
66
(1) Rental Revenue
Our Same Property Portfolio and Total Portfolio rental revenue increased by $22.4 million, or 7.1%, and $146.7 million, or 39.1%, respectively, for the
year ended December 31, 2022, compared to the year ended December 31, 2021. The increase in our Same Property Portfolio rental revenue is primarily due to an
increase in average rental rates on new and renewal leases and an increase in the weighted average occupancy of the portfolio, partially offset by a decrease of $2.7
million in amortization of net below-market lease intangibles. Our Total Portfolio rental revenue was also positively impacted by the incremental revenues from
the 114 properties we acquired during 2021 and 2022, partially offset by the decrease in revenues from the six properties that were sold during 2021 and 2022.
(2) Tenant Reimbursements
Our Same Property Portfolio and Total Portfolio tenant reimbursements revenue increased by $5.8 million, or 9.0%, and $31.2 million or 41.7%,
respectively, for the year ended December 31, 2022, compared to the year ended December 31, 2021. The increase in our Same Property Portfolio tenant
reimbursements revenue is primarily due to an increase in recoverable property expenses, including higher reimbursable insurance expenses as a result of higher
overall premiums and additional earthquake insurance coverage and higher reimbursable property tax expenses relating to California Proposition 13 annual
increases, and an increase in the weighted average occupancy of the portfolio. Our Total Portfolio tenant reimbursements revenue was also impacted by the
incremental reimbursements from the 114 properties we acquired during 2021 and 2022, partially offset by the decrease in reimbursements from the six properties
that were sold during 2021 and 2022.
(3) Other Income
Our Same Property Portfolio and Total Portfolio other income increased by $0.3 million, or 36.6%, and $0.9 million, or 80.6%, respectively, for the year
ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to the recommencement in 2022 of charging fees for late rental
payments, which until recently was prohibited due to COVID-19 related governmental measures. Our Total Portfolio other income was also impacted by an
increase in miscellaneous income.
Management and Leasing Services
Our Total Portfolio management and leasing services revenue increased by $0.1 million, or 31.6%, for the year ended December 31, 2022, compared to
the year ended December 31, 2021.
Interest Income
Our Total Portfolio interest income decreased by $27 thousand, or 73.0%, during the year ended December 31, 2022, compared to the year ended
December 31, 2021.
Property Expenses
Our Same Property Portfolio and Total Portfolio property expenses increased by $6.9 million, or 7.7%, and $42.8 million, or 39.7%, respectively, during
the year ended December 31, 2022, compared to the year ended December 31, 2021. The increase in our Same Property Portfolio property expenses is primarily
due to increases in insurance expense resulting from higher overall premiums and additional earthquake insurance coverage, allocated overhead costs reflecting a
higher employee headcount and labor costs and repairs and maintenance cost. Our Total Portfolio property expenses were also impacted by incremental expenses
from the 114 properties we acquired during 2021 and 2022, partially offset by the decrease in property expenses from the six properties that were sold during 2021
and 2022.
General and Administrative
Our Total Portfolio general and administrative expenses increased by $15.3 million, or 31.2% for the year ended December 31, 2022, compared to the
year ended December 31, 2021. The increase is primarily due to increases in non-cash equity compensation expense, primarily related to performance unit equity
grants made in 2021, payroll related costs and accrued bonus expense due to a higher employee headcount and rising labor costs.
67
Depreciation and Amortization
Our Same Property Portfolio depreciation and amortization expense decreased by $5.2 million, or 4.2%, for the year ended December 31, 2022, compared
to the year ended December 31, 2021, primarily due to acquisition-related in-place lease intangibles and tenant improvements becoming fully depreciated at
certain properties during 2021 and 2022, partially offset by an increase in depreciation expense related to capital improvements placed into service during 2021
and 2022 and an increase in amortization of deferred leasing costs. Our Total Portfolio depreciation and amortization expense increased by $45.5 million, or
30.1%, for the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to incremental expense from the 114 properties we
acquired during 2021 and 2022, partially offset by the decrease in our Same Property Portfolio depreciation and amortization expense noted above.
Other Expenses
Our Total Portfolio other expenses increased by $0.3 million, or 20.4%, for the year ended December 31, 2022, compared to the year ended December 31, 2021,
primarily due to $0.7 million of construction demolition costs incurred in 2022 and an increase in acquisition expenses of $0.5 million, partially offset by a $1.0
million impairment charge in 2021 to reduce the carrying value of the right-of-use asset related to one of our leased office spaces that we decided to sublease as a
result of the implementation of a work from home flexibility program in 2021.
Interest Expense
Our Total Portfolio interest expense increased by $8.4 million, or 20.8%, during the year ended December 31, 2022, compared to the year ended
December 31, 2021. The increase in interest expense is primarily comprised of the following: (i) a $7.6 million increase related to the $400.0 million term loan
facility borrowing we completed in July 2022, (ii) a $6.2 million increase related to the $300.0 million term loan facility borrowing we completed in May 2022 and
the related interest rate swaps, (iii) a $5.8 million increase due to the issuance of $400.0 million of 2.15% senior notes in August 2021, (iv) a $4.8 million increase
due to higher average outstanding borrowings under our unsecured revolving credit facility and an increase in LIBOR/SOFR rates, and (v) a $1.1 million increase
related to the current and prior $60.0 million term loans primarily due to an increase in SOFR/LIBOR rates. These increases were partially offset by the following
decreases: (i) a $7.7 million increase in capitalized interest related to repositioning and redevelopment activity, (ii) a $4.7 million decrease related to the repayment
of the $225.0 million term loan facility and termination of the related interest rate swaps in August 2021, (iii) a $3.8 million decrease related to the repayment of
the $150.0 million term loan facility and termination of the related interest rate swap in May 2022, and (iv) a $1.0 million decrease related to the interest rate swap
that was terminated in November 2020 which had a loss balance in accumulated other comprehensive income/(loss) that was amortized into interest expense
through August 2021.
Loss on Extinguishment of Debt
The loss on extinguishment of debt of $0.9 million for the year ended December 31, 2022, is primarily comprised of the write-off of $0.7 million of
unamortized debt issuance costs related to the $150.0 million unsecured term loan facility we repaid in May 2022 in advance of the May 2025 maturity date and
the write-off of $0.2 million of unamortized debt issuance costs attributable to one of the creditors departing the unsecured revolving credit facility when we
amended our senior unsecured credit agreement in May 2022. The loss on extinguishment of debt of $0.5 million for the year ended December 31, 2021 represents
the write-off of unamortized debt issuance costs related to the $225.0 million unsecured term loan facility that we repaid in September 2021 in advance of the
January 2023 maturity date.
Gains on Sale of Real Estate
During the year ended December 31, 2022, we recognized gains on sale of real estate of $8.5 million from the disposition of one property that was sold
for a gross sales price of $16.5 million. During the year ended December 31, 2021, we recognized gains on sale of real estate of $33.9 million from the disposition
of five properties that were sold for an aggregate gross sales price of $59.3 million.
Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020
Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” in our Form 10-K for the
year ended December 31, 2021, filed with the SEC on February 17, 2022, for a discussion of the year ended December 31, 2021 compared to the year
ended December 31, 2020.
68
Non-GAAP Supplemental Measures: Funds From Operations and Core Funds From Operations
We calculate funds from operations (“FFO”) attributable to common stockholders in accordance with the standards established by the National
Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses)
from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our
business, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated joint
ventures.
Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization, gains and losses
from property dispositions, and asset impairments, it provides a performance measure that, when compared year over year, captures trends in occupancy rates,
rental rates and operating costs. We also believe that, as a widely recognized measure of performance used by other REITs, FFO may be used by investors as a
basis to compare our operating performance with that of other REITs.
However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or
market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which
have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other equity
REITs may not calculate or interpret FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other
REITs’ FFO. FFO should not be used as a measure of our liquidity and is not indicative of funds available for our cash needs, including our ability to pay
dividends.
We calculate “Core FFO” by adjusting FFO for non-comparable items outlined in the reconciliation below. We believe that Core FFO is a useful
supplemental measure and that by adjusting for items that are not considered by us to be part of our on-going operating performance, provides a more meaningful
and consistent comparison of our operating and financial performance period-over-period. Because these adjustments have a real economic impact on our financial
condition and results from operations, the utility of Core FFO as a measure of our performance is limited. Other REITs may not calculate Core FFO in a consistent
manner. Accordingly, our Core FFO may not be comparable to other REITs' core FFO. Core FFO should be considered only as a supplement to net income
computed in accordance with GAAP as a measure of our performance. “Company share of Core FFO” in the table below reflects Core FFO attributable to
common stockholders, which excludes amounts allocable to noncontrolling interests, participating securities and preferred stockholders (which consists of
preferred stock dividends, but excludes non-recurring preferred stock redemption charges related to the write-off of original issuance costs which we do not
consider reflective of our on-going performance).
The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with
GAAP, to FFO and Core FFO (unaudited and in thousands):
Net income
Adjustments:
Depreciation and amortization
Gains on sale of real estate
Funds from operations (FFO)
Adjustments:
(1)
Acquisition expenses
Impairment of right-of-use asset
Loss on extinguishment of debt
Amortization of loss on termination of interest rate swaps
Non-capitalizable demolition costs
Write-offs of below-market lease intangibles related to terminations
(2)
Core FFO
Less: preferred stock dividends
Less: Core FFO attributable to noncontrolling interests
(4)
Less: Core FFO attributable to participating securities
(3)
Company share of Core FFO
69
2022
Year Ended December 31,
2021
2020
177,157 $
136,246 $
80,895
196,794
(8,486)
365,465 $
613
—
915
253
663
(5,792)
362,117 $
(9,258)
(16,838)
(1,282)
334,739 $
151,269
(33,929)
253,586 $
94
992
505
2,169
—
—
257,346 $
(12,563)
(13,504)
(943)
230,336 $
115,269
(13,617)
182,547
124
—
104
218
—
—
182,993
(14,545)
(7,667)
(774)
160,007
$
$
$
$
(1) Gains on sale of real estate for the years ended December 31, 2022 and 2021 reflect gains from the sale of depreciable operating properties. Gains on sale of
real estate for the year ended December 31, 2020, include total gains of $14.5 million from the sale of depreciable operating properties and a loss of $0.9
million from the sale of assets incidental to our business. For additional details, see “Note 3 – Investments in Real Estate” to our consolidated financial
statements included in Item 15 of this Report on Form 10-K.
(2) Reflects the write-off of the portion of a below-market lease intangible attributable to below-market fixed rate renewal options that were not exercised due to
the termination of the lease at the end of the initial lease term.
(3) Noncontrolling interests represent (i) holders of outstanding common units of the Company's Operating Partnership that are owned by unit holders other than
the Company and (ii) holders of Series 1 CPOP Units, Series 2 CPOP Units and Series 3 CPOP Units.
(4) Participating securities include unvested shares of restricted stock, unvested LTIP units of partnership interest in our Operating Partnership and unvested
performance units in our Operating Partnership.
Non-GAAP Supplemental Measures: NOI and Cash NOI
Net operating income (“NOI”) is a non-GAAP measure which includes the revenue and expense directly attributable to our real estate properties. NOI is
calculated as rental income less property expenses (before interest expense, depreciation and amortization).
We use NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense, general and administrative
expenses, interest expense, gains (or losses) on sale of real estate and other non-operating items, it provides a performance measure that, when compared year over
year, captures trends in occupancy rates, rental rates and operating costs. We also believe that NOI will be useful to investors as a basis to compare our operating
performance with that of other REITs. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our
properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance
of our properties (all of which have real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our
performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’
NOI. Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our
liquidity, nor is it indicative of funds available to fund our cash needs. NOI should not be used as a substitute for cash flow from operating activities in accordance
with GAAP.
NOI on a cash-basis (“Cash NOI”) is a non-GAAP measure, which we calculate by adding or subtracting the following items from NOI: (i) fair value lease
revenue and (ii) straight-line rental revenue adjustments. We use Cash NOI, together with NOI, as a supplemental performance measure. Cash NOI should not be
used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. Cash NOI should not be used as a substitute for cash flow from
operating activities computed in accordance with GAAP.
70
The following table sets forth the revenue and expense items comprising NOI and the adjustments to calculate Cash NOI (in thousands):
Rental income
Less: Property expenses
Net Operating Income
Amortization of (below) above market lease intangibles, net
Straight line rental revenue adjustment
Cash Net Operating Income
2022
Year Ended December 31,
2021
2020
$
$
$
630,578 $
150,503
480,075 $
(31,209)
(31,220)
417,646 $
451,733 $
107,721
344,012 $
(15,443)
(20,903)
307,666 $
329,377
79,716
249,661
(10,533)
(11,406)
227,722
The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with
GAAP, to NOI and Cash NOI (in thousands):
Net income
General and administrative
Depreciation and amortization
Other expenses
Interest expense
Loss on extinguishment of debt
Management and leasing services
Interest income
Gains on sale of real estate
Net Operating Income
Amortization of (below) above market lease intangibles, net
Straight line rental revenue adjustment
Cash Net Operating Income
Non-GAAP Supplemental Measure: EBITDAre
2022
Year Ended December 31,
2021
2020
$
$
$
177,157 $
64,264
196,794
1,561
48,496
915
(616)
(10)
(8,486)
480,075 $
(31,209)
(31,220)
417,646 $
136,246 $
48,990
151,269
1,297
40,139
505
(468)
(37)
(33,929)
344,012 $
(15,443)
(20,903)
307,666 $
80,895
36,795
115,269
124
30,849
104
(420)
(338)
(13,617)
249,661
(10,533)
(11,406)
227,722
We calculate earnings before interest expense, income taxes, depreciation and amortization for real estate (“EBITDAre”) in accordance with the standards
established by NAREIT. EBITDAre is calculated as net income (loss) (computed in accordance with GAAP), before interest expense, income tax expense,
depreciation and amortization, gains (or losses) from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable
operating property or assets incidental to our business and adjustments for unconsolidated joint ventures.
We believe that EBITDAre is helpful to investors as a supplemental measure of our operating performance as a real estate company because it is a direct
measure of the actual operating results of our properties. We also use this measure in ratios to compare our performance to that of our industry peers. In addition,
we believe EBITDAre is frequently used by securities analysts, investors and other interested parties in the evaluation of equity REITs. However, our industry
peers may not calculate EBITDAre in accordance with the NAREIT definition as we do and, accordingly, our EBITDAre may not be comparable to our peers’
EBITDAre. Accordingly, EBITDAre should be considered only as a supplement to net income (loss) as a measure of our performance.
71
The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with
GAAP, to EBITDAre (in thousands):
Net income
Interest expense
Depreciation and amortization
Gains on sale of real estate
EBITDAre
Supplemental Guarantor Information
2022
Year Ended December 31,
2021
2020
$
$
177,157 $
48,496
196,794
(8,486)
413,961 $
136,246 $
40,139
151,269
(33,929)
293,725 $
80,895
30,849
115,269
(13,617)
213,396
In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to
certain registered securities. The rule became effective January 4, 2021. The Company and the Operating Partnership have filed a registration statement on Form
S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the
Company. At December 31, 2022, the Operating Partnership had issued and outstanding $400.0 million of 2.125% Senior Notes due 2030 (the “$400 Million
Notes due 2030”) and the $400 Million Notes due 2031. The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the $400
Million Notes due 2030 and $400 Million Notes due 2031 are guaranteed on a senior basis by the Company. The guarantee is full and unconditional, and the
Operating Partnership is a consolidated subsidiary of the Company.
As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide
separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee
is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes
narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been
presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as
the assets, liabilities and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented
in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide
incremental value to investors.
Financial Condition, Liquidity and Capital Resources
Overview
Our short-term liquidity requirements consist primarily of funds to pay for operating expenses, interest expense, general and administrative expenses,
capital expenditures, tenant improvements and leasing commissions, and distributions to our common and preferred stockholders and holders of common units of
partnership interests in our Operating Partnership (“OP Units”). We expect to meet our short-term liquidity requirements through available cash on hand, cash flow
from operations, by drawing on our unsecured revolving credit facility and by issuing shares of common stock pursuant to the ATM program or issuing other
securities as described below.
Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, recurring and non-recurring capital expenditures and scheduled
debt maturities. We intend to satisfy our long-term liquidity needs through net cash flow from operations, proceeds from long-term secured and unsecured
financings, borrowings available under our unsecured revolving credit facility, the issuance of equity securities, including preferred stock, and proceeds from
selective real estate dispositions as we identify capital recycling opportunities.
As of December 31, 2022, we had:
• Outstanding fixed-rate and variable-rate debt with varying maturities for an aggregate principal amount of $2.0 billion, with $7.5 million due within 12
months.
•
•
Total scheduled interest payments on our fixed rate debt and projected net interest payments on our variable rate debt and interest rate swaps of $322.4
million, of which $68.4 million is due within 12 months.
Commitments of $114.2 million for tenant improvements under certain tenant leases and construction work related to obligations under contractual
agreements with our construction vendors; and
72
• Operating lease commitments with aggregate lease payments of $27.2 million, of which $2.3 million is due within 12 months.
See “Note 5 – Notes Payable” to the consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding the
scheduled principal payments. Also see “Note 6 – Leases” to the consolidated financial statements for further details regarding the scheduled operating lease
payments.
As of December 31, 2022, our cash and cash equivalents were $36.8 million, and we did not have any borrowings outstanding under our unsecured
revolving credit facility, leaving $1.0 billion available for future borrowings.
Sources of Liquidity
Cash Flow from Operations
Cash flow from operations is one of our key sources of liquidity and is primarily dependent upon: (i) the occupancy levels and lease rates at our
properties, (ii) our ability to collect rent, (iii) the level of operating costs we incur and (iv) our ability to pass through operating expenses to our tenants. We are
subject to a number of risks related to general economic and other unpredictable conditions, which have the potential to affect our overall performance and
resulting cash flows from operations. However, based on our current portfolio mix and business strategy, we anticipate that we will be able to generate positive
cash flows from operations.
ATM Program
On May 27, 2022, we established an ATM program pursuant to which we are able to sell from time to time shares of our common stock having an
aggregate sales price of up to $1.0 billion (the “Current 2022 ATM Program”). The Current 2022 ATM Program replaces our previous $750.0 million ATM
program, which was established on January 13, 2022, under which we had sold shares of our common stock having an aggregate gross sales price of $697.5
million through May 27, 2022. In addition, we previously established a $750.0 million ATM program on November 9, 2020, under which we had sold shares of
our common stock having an aggregate gross sales price of $743.9 million through January 13, 2022.
In connection with our ATM programs, we may sell shares of our common stock directly through sales agents or we may enter into forward equity sale
agreements with certain financial institutions acting as forward purchasers whereby, at our discretion, the forward purchasers may borrow and sell shares of our
common stock under ATM programs. The use of a forward equity sale agreement allows us to lock in a share price on the sale of shares of our common stock at
the time the agreement is executed but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date.
Additionally, the forward price that we expect to receive upon physical settlement of an agreement will be subject to adjustment for (i) a floating interest rate factor
equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends during the term of the agreement.
During the year ended December 31, 2022, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers
under our various ATM programs with respect to 23,519,219 shares of common stock at a weighted average initial forward price of $64.29 per share. We did not
receive any proceeds from the sale of common shares by the forward purchasers at the time we entered into forward equity sale agreements.
During the year ended December 31, 2022, we physically settled a portion of the aforementioned forward equity sale agreements and the outstanding
forward equity sale agreement from 2021 by issuing 24,788,691 shares of our common stock for net proceeds of $1.6 billion, based on a weighted average forward
price of $65.02 per share at settlement.
As of February 10, 2023, the date of this Annual Report on Form 10-K, we had 636,884 shares of common stock, or approximately $35.2 million of
forward net proceeds remaining for settlement to occur before November 2023, based on a forward price of $55.22 per share.
As of February 10, 2023, approximately $165.4 million of common stock remains available to be sold under the Current 2022 ATM Program. Future
sales, if any, will depend on a variety of factors, including among others, market conditions, the trading price of our common stock, determinations by us of the
appropriate sources of funding for us and potential uses of funding available to us. We intend to use the net proceeds from the offering of shares under the Current
2022 ATM Program, if any, to fund potential acquisition opportunities, repay amounts outstanding from time to time under our unsecured revolving credit facility
or other debt financing obligations, to fund our repositioning or redevelopment activities and/or for general corporate purposes.
73
Securities Offerings
We evaluate the capital markets on an ongoing basis for opportunities to raise capital, and as circumstances warrant, we may issue additional securities,
from time to time, to fund acquisitions, for the repayment of long-term debt upon maturity and for other general corporate purposes. Such securities may include
common equity, preferred equity and/or debt of us or our subsidiaries. Any future issuance, however, is dependent upon market conditions, available pricing and
capital needs and there can be no assurance that we will be able to complete any such offerings of securities.
2022 Forward Equity Offering — During the fourth quarter of 2022, we entered into forward equity sale agreements with certain financial institutions
acting as forward purchasers in connection with an underwritten public offering of 11,846,425 shares of common stock, including 346,425 shares related to the
partial exercise of the underwriters’ option to purchase additional shares, at an initial forward price of $55.74 per share (the “2022 Forward Offering Sale
Agreements”), pursuant to which, the forward purchasers borrowed and sold an aggregate of 11,846,425 shares of common stock in the offering. We did not
receive any proceeds from the sale of common shares by the forward purchasers at the time of the offering.
In December 2022, we partially settled the 2022 Forward Offering Sale Agreements by issuing 3,554,704 shares of common stock for net proceeds of
$198.7 million, based on a weighted average forward price of $55.90 per share at settlement.
In January 2023, we partially settled the outstanding 2022 Forward Offering Sale Agreements by issuing 7,617,013 shares of common stock in exchange
for net proceeds of $425.0 million, based on a weighted average forward price of $55.80 per share at settlement.
As of February 10, 2023, the date of this Annual Report on Form 10-K, we had 674,708 shares of common stock, or approximately $37.7 million of
forward net proceeds remaining for settlement to occur before May 2024, based on a forward sale price of $55.87 per share.
Capital Recycling
We continuously evaluate opportunities for the potential disposition of properties in our portfolio when we believe such disposition is appropriate in view
of our business objectives. In evaluating these opportunities, we consider a variety of criteria including, but not limited to, local market conditions and lease rates,
asset type and location, as well as potential uses of proceeds and tax considerations. Tax considerations include entering into a 1031 Exchange, when possible, to
defer some or all of the taxable gains, if any, on dispositions.
During the year ended December 31, 2022, we completed the disposition of one property for a gross sales price of $16.5 million and net cash proceeds of
$15.3 million. The net cash proceeds were used to partially fund the acquisition of one property during the year ended December 31, 2022, through a 1031
Exchange transaction.
We anticipate continuing to selectively and opportunistically dispose of properties, however, the timing of any potential future dispositions will depend on
market conditions, asset-specific circumstances or opportunities, and our capital needs. Our ability to dispose of selective properties on advantageous terms, or at
all, is dependent upon a number of factors including the availability of credit to potential buyers to purchase properties at prices that we consider acceptable.
Investment Grade Rating
During the year ended December 31, 2022, our credit ratings were raised to Baa2 (Stable outlook) from Baa3 (Stable outlook) by Moody’s and to BBB+
(Stable outlook) from BBB (Positive outlook) by both S&P and Fitch with respect to our Credit Agreement (described below), $100.0 million unsecured
guaranteed senior notes (the “$100 Million Notes”), $25.0 million unsecured guaranteed senior notes and $75.0 million unsecured guaranteed senior notes
(together the “Series 2019A and 2019B Notes”), $400 Million Notes due 2030 and $400 Million Notes due 2031. During the year ended December 31, 2022, our
credit ratings were raised to BBB- from BB+ by both S&P and Fitch with respect to our 5.875% Series B Cumulative Redeemable Preferred Stock and our 5.625%
Series C Cumulative Redeemable Preferred Stock. Our credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial
position and other factors employed by the credit rating agencies in their rating analysis of us, and, although it is our intent to maintain our investment grade credit
rating, there can be no assurance that we will be able to maintain our current credit ratings. In the event our current credit ratings are downgraded, it may become
difficult or more expensive to obtain additional financing or refinance existing indebtedness as maturities become due.
Credit Agreement
On May 26, 2022, we amended our credit agreement, which was comprised of a $700.0 million unsecured revolving credit facility that was scheduled to mature
on February 13, 2024, by entering into a Fourth Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement initially provided for
(i) a senior unsecured term loan facility that permits aggregate borrowings of up to $300.0 million (the “$300 Million Term Loan”), all of which was borrowed at
closing on May 26, 2022, and (ii) a senior unsecured revolving credit facility (the “Revolver”) in the aggregate principal amount of $1.0
74
billion. On July 19, 2022, we exercised the accordion option under the Credit Agreement to add a $400.0 million unsecured term loan (the “$400 Million Term
Loan” and together with the $300 Million Term Loan, the “Term Facility”). Subject to certain terms and conditions set forth in the Credit Agreement, we may
request additional lender commitments and increase the size of the Credit Agreement by an additional $800.0 million, which may be comprised of additional
revolving commitments under the Revolver, an increase to the Term Facility, additional term loan tranches or any combination of the foregoing.
The Revolver is scheduled to mature on May 26, 2026 and has two six-month extension options available. The $400 Million Term Loan is scheduled to
mature on July 19, 2024 and has two one-year extension options available. The $300 Million Term Loan matures on May 26, 2027.
Interest on the Credit Agreement is generally to be paid based upon, at our option, either (i) Term SOFR plus the applicable margin; (ii) Daily Simple
SOFR plus the applicable margin or (iii) the applicable base rate (which is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the administrative
agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) one percent (1.00%)) plus the applicable margin. Additionally, Term SOFR and Daily Simple SOFR will be
increased by a 0.10% SOFR adjustment. The applicable margin for the Term Facility ranges from 0.80% to 1.60% per annum for SOFR-based loans and 0.00% to
0.60% per annum for base rate loans, depending on our investment grade ratings. The applicable margin for the Revolver ranges from 0.725% to 1.400% per
annum for SOFR-based loans and 0.00% to 0.40% per annum for base rate loans, depending on our investment grade ratings. In addition to the interest payable on
amounts outstanding under the Revolver, we are required to pay an applicable credit facility fee, on each lender's commitment amount under the Revolver,
regardless of usage. The applicable credit facility fee ranges from 0.125% to 0.300% per annum, depending on our investment grade ratings. The interest rate
under the Credit Agreement is also subject to a favorable leverage-based adjustment if our ratio of total indebtedness to total asset value is less than 35.0%.
In addition, the Credit Agreement also features a sustainability-linked pricing component whereby the applicable margin and applicable credit facility fee
can decrease by 0.04% and 0.01%, respectively, or increase by 0.04% and 0.01%, respectively, if we meet, or do not meet, certain sustainability performance
targets, as applicable.
The Revolver and the Term Facility may be voluntarily prepaid in whole or in part at any time without premium or penalty. Amounts borrowed under the
Term Facility and repaid or prepaid may not be reborrowed.
The Credit Agreement contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in
compliance with the covenants set forth in the Credit Agreement and other loan documentation, cross-defaults to certain other indebtedness, and bankruptcy and
other insolvency defaults. If an event of default occurs and is continuing under the Credit Agreement, the unpaid principal amount of all outstanding loans,
together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
As of the filing date of this Annual Report on Form 10-K, we did not have any borrowings outstanding under the Revolver, leaving $1.0 billion available
for future borrowings.
Uses of Liquidity
Acquisitions
One of our most significant liquidity needs has historically been for the acquisition of real estate properties. During the year ended December 31, 2022,
we completed 52 acquisitions representing 61 properties with a combined 5.9 million rentable square feet of buildings on 319.6 acres of land for an aggregate
purchase price of $2.4 billion. Subsequent to December 31, 2022, through the filing date of this Form 10-K, we have acquired two properties with a combined 1.2
million rentable square feet of buildings for an aggregate purchase price of $405.0 million, and we are actively monitoring a volume of properties in our markets
that we believe represent attractive potential investment opportunities to continue to grow our business. As of the filing date of this Annual Report on Form 10-K,
we have over $125.0 million of acquisitions under contract or accepted offer. There can be no assurance we will complete any such acquisitions. While the actual
number of acquisitions that we complete will be dependent upon a number of factors, in the short term, we expect to fund our acquisitions through available cash
on hand and proceeds from forward equity settlements, cash flows from operations, borrowings available under the Revolver, recycling capital through property
dispositions and, in the long term, through the issuance of equity securities or proceeds from long-term secured and unsecured financings. See “Note 3 –
Investments in Real Estate” to the consolidated financial statements for a summary of the properties we acquired during the year ended December 31, 2022.
75
Recurring and Nonrecurring Capital Expenditures
Capital expenditures are considered part of both our short-term and long-term liquidity requirements. During the year ended December 31, 2022, we
incurred $8.7 million of recurring capital expenditures, which was a decrease of $1.8 million from the prior year. During the year ended December 31, 2022, we
incurred $111.1 million of non-recurring capital expenditures, which was an increase of $30.6 million over the prior year. The increase was primarily due to the
increase in non-recurring capital expenditures related to repositioning and redevelopment activity during 2022 compared to 2021. As discussed above under “—
Factors that May Influence Future Results —Acquisitions and Value-Add Repositioning and Redevelopment of Properties”, as of December 31, 2022, 17 of our
properties were under current repositioning, redevelopment, or lease-up, and we have a pipeline of 12 additional properties for which we anticipate beginning
construction work over the next five quarters. We currently estimate that approximately $385.2 million of capital will be required over the next three years (1Q-
2023 through Q2-2025) to complete the repositioning/redevelopment of these properties. However, this estimate is based on our current construction plans and
budgets, both of which are subject to change as a result of a number of factors, including increased costs of building materials or construction services and
construction delays related to supply chain backlogs and increased lead time on building materials. If we are unable to complete construction on schedule or within
budget, we could incur increased construction costs and experience potential delays in leasing the properties. We expect to fund these projects through a
combination of available cash on hand, proceeds from forward equity settlements, the issuance of common stock under the Current 2022 ATM Program, cash flow
from operations and borrowings available under the Revolver.
Dividends and Distributions
In order to maintain our qualification as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, determined without regard to
the dividends paid deduction and excluding any net capital gains. To satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal
income tax, we intend to distribute a percentage of our cash flow on a quarterly basis to holders of our common stock. In addition, we intend to make distribution
payments to holders of OP Units and preferred units, and dividend payments to holders of our preferred stock.
On February 6, 2023, our board of directors declared the following quarterly cash dividends/distributions:
Security
Common stock
OP Units
5.875% Series B Cumulative Redeemable Preferred Stock
5.625% Series C Cumulative Redeemable Preferred Stock
4.43937% Cumulative Redeemable Convertible Preferred Units
4.00% Cumulative Redeemable Convertible Preferred Units
3.00% Cumulative Redeemable Convertible Preferred Units
Amount per Share/Unit
0.380
$
$
0.380
0.367188
$
0.351563
$
0.505085
$
0.450000
$
0.545462
$
Record Date
Payment Date
March 31, 2023
March 31, 2023
March 15, 2023
March 15, 2023
March 15, 2023
March 15, 2023
March 15, 2023
April 17, 2023
April 17, 2023
March 31, 2023
March 31, 2023
March 31, 2023
March 31, 2023
March 31, 2023
76
Indebtedness Outstanding
The following table sets forth certain information with respect to our indebtedness outstanding as of December 31, 2022:
Contractual
Maturity Date
Margin Above
SOFR
Effective
Interest Rate
(1)
Principal Balance
(2)
(in thousands)
Unsecured and Secured Debt:
(3)
Unsecured Debt:
Revolving Credit Facility
$400M Term Loan
$100M Senior Notes
$300M Term Loan
$125M Senior Notes
$25M Series 2019A Senior Notes
$400M Senior Notes due 2030
$400M Senior Notes due 2031 (green bond)
$75M Series 2019B Senior Notes
Total Unsecured Debt
Secured Debt:
(7)
2601-2641 Manhattan Beach Boulevard
960-970 Knox Street
7612-7642 Woodwind Drive
11600 Los Nietos Road
$60M Term Loan Facility
5160 Richton Street
22895 Eastpark Drive
701-751 Kingshill Place
13943-13955 Balboa Boulevard
2205 126th Street
2410-2420 Santa Fe Avenue
11832-11954 La Cienega Boulevard
Gilbert/La Palma
7817 Woodley Avenue
Total Secured Debt
Total Debt
5/26/2026 (4)
7/19/2024 (4)
8/6/2025
5/26/2027
7/13/2027
7/16/2029
12/1/2030
9/1/2031
7/16/2034
4/5/2023
11/1/2023
1/5/2024
5/1/2024
10/27/2024 (7)
11/15/2024
11/15/2024
1/5/2026
7/1/2027
12/1/2027
1/1/2028
7/1/2028
3/1/2031
8/1/2039
S+0.725 % (5)
S+0.800 % (5)
n/a
S+0.800 % (5)
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
S+1.250 % (7)
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
5.125 %
5.258 %
4.290 %
3.717 % (6)
3.930 %
3.880 %
2.125 %
2.150 %
4.030 %
4.080 %
5.000 %
5.240 %
4.190 %
5.708 %
3.790 %
4.330 %
3.900 %
3.930 %
3.910 %
3.700 %
4.260 %
5.125 %
4.140 %
$
$
$
$
$
—
400,000
100,000
300,000
125,000
25,000
400,000
400,000
75,000
1,825,000
3,832
2,307
3,712
2,462
60,000
4,153
2,612
7,100
14,965
5,200
10,300
3,928
1,935
3,009
125,515
1,950,515
(1) Reflects the contractual interest rate under the terms of each loan as of December 31, 2022 and includes the effect of interest rate swaps that were effective
as of December 31, 2022. See footnote (6) below. Excludes the effect of amortization of debt issuance costs, premiums/discounts and the facility fee on the
Revolver.
(2) Excludes unamortized debt issuance costs and premiums/discounts totaling $14.1 million, which are presented as a reduction of the carrying value of our
debt in our consolidated balance sheet as of December 31, 2022.
(3) The Revolver is subject to an applicable facility fee which is calculated as a percentage of the total lenders’ commitment amount, regardless of usage. The
applicable facility fee ranges from 0.125% to 0.30% per annum depending upon our investment grade rating, leverage ratio and sustainability performance
metrics, which may change from time to time.
(4) The Revolver has two six-month extensions and the $400 Million Term Loan has two one-year extensions available at the borrower’s option, subject to
certain terms and conditions.
77
(5) The interest rates on these loans are comprised of daily SOFR for the Revolver and Term SOFR for the Term Facility (in each case increased by a 0.10%
SOFR adjustment) plus an applicable margin ranging from 0.725% to 1.400% per annum for the Revolver and 0.80% to 1.60% per annum for the Term
Facility, depending on our investment grade ratings, leverage ratio and sustainability performance metrics, which may change from time to time. During the
year ended December 31, 2022, our credit ratings were upgraded and as a result, the applicable margin on the Revolver was lowered to 0.725% from
0.775% and the applicable margin on the Term Facility was lowered to 0.80% from 0.85%.
(6) As of December 31, 2022, Term SOFR related to $300.0 million of our variable rate debt has been effectively fixed at 2.81725% through the use of interest
rate swaps. For details, see “Note 7 – Interest Rate Derivatives” to our consolidated financial statements. Including the impact of these interest rate swaps,
the hedged effective interest rate on the $300 Million Term Loan is 3.717%.
(7) On October 27, 2022, we refinanced an amortizing $60.0 million term loan expiring in August 2023. The new $60.0 million term loan has interest-only
payment terms bearing interest at Term SOFR increased by a 0.10% SOFR adjustment plus an applicable margin of 1.25% per annum (the $60 Million Term
Loan Facility”). The loan is secured by six properties and has three one-year extensions available at the borrower’s option, subject to certain terms and
conditions.
The following table summarizes the composition of our outstanding debt between fixed-rate and variable-rate and secured and unsecured debt as of
December 31, 2022:
Fixed vs. Variable:
Fixed
(4)
Variable
Secured vs. Unsecured:
Secured
Unsecured
Weighted Average Term
(1)
Remaining (in years)
Stated
Interest Rate
Effective
Interest Rate
(2)
Principal Balance
(3)
(in thousands)
% of Total
6.8
1.6
3.1
5.7
2.96%
SOFR + Margin (See
Above)
2.96%
5.32%
4.86%
3.42%
$
$
$
$
1,490,515
460,000
125,515
1,825,000
76%
24%
6%
94%
(1) The weighted average remaining term to maturity of our debt is 5.6 years.
(2) Includes the effect of interest rate swaps that were effective as of December 31, 2022. Excludes the effect of amortization of debt issuance costs,
premiums/discounts and the facility fee on the Revolver. Assumes Daily Simple SOFR of 4.300% and Term SOFR of 4.358% as of December 31, 2022, as
applicable.
(3) Excludes unamortized debt issuance costs and debt premiums/discounts totaling $14.1 million which are presented as a reduction of the carrying value of
our debt in our consolidated balance sheet as of December 31, 2022.
(4) Fixed-rate debt includes our variable rate $300 Million Term Loan that has been effectively fixed through the use of interest rate swaps through maturity.
At December 31, 2022, we had total indebtedness of $2.0 billion, excluding unamortized debt issuance costs and debt discounts, with a weighted average
interest rate of approximately 3.52%. As of December 31, 2022, $1.5 billion, or 76%, of our outstanding indebtedness had an interest rate that was effectively fixed
under either the terms of the loan ($1.2 billion) or interest rate swaps ($300.0 million).
At December 31, 2022, we had total indebtedness of $2.0 billion, reflecting a net debt to total combined market capitalization of approximately 14.9%.
Our total market capitalization is defined as the sum of the liquidation preference of our outstanding preferred stock and preferred units plus the market value of
our common stock excluding shares of nonvested restricted stock, plus the aggregate value of common units not owned by us, plus the value of our net debt. Our
net debt is defined as our consolidated indebtedness less cash and cash equivalents.
78
Debt Covenants
The Credit Agreement, $60 Million Term Loan Facility, $100 Million Notes, $125 Million Notes and Series 2019A and 2019B Notes all include a series
of financial and other covenants that we must comply with, including the following covenants which are tested on a quarterly basis:
• Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
• For the Credit Agreement and $60 Million Term Loan Facility, maintaining a ratio of secured debt to total asset value of not more than 45%;
• For the $100 Million Notes, $125 Million Notes and Series 2019A and 2019B Notes (together the “Senior Notes”), maintaining a ratio of secured debt to
total asset value of not more than 40%;
• For the Senior Notes, maintaining a ratio of total secured recourse debt to total asset value of not more than 15%;
• For the Senior Notes, maintaining a minimum tangible net worth of at least the sum of (i) $760,740,750, and (ii) an amount equal to at least 75% of the
net equity proceeds received by the Company after September 30, 2016;
• Maintaining a ratio of adjusted EBITDA (as defined in each of the loan agreements) to fixed charges of at least 1.5 to 1.0;
• For the Credit Agreement and Senior Notes, maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%; and
• For the Credit Agreement and Senior Notes, maintaining a ratio of unencumbered NOI (as defined in each of the loan agreements) to unsecured interest
expense of at least 1.75 to 1.00.
The $400 Million Notes due 2030 and $400 Million Notes due 2031 contain the following covenants (as defined in the indentures) that we must comply with:
• Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
• Maintaining a ratio of secured debt to total asset value of not more than 40%;
• Maintaining a Debt Service Coverage Ratio of at least 1.5 to 1.0; and
• Maintaining a ratio of unencumbered assets to unsecured debt of at least 1.5 to 1.0.
The Credit Agreement, and Senior Notes also contain limitations on our ability to pay distributions on our common stock. Specifically, our cash dividends may
not exceed the greater of (i) 95% of our FFO (as defined in the credit agreement) and (ii) the amount required for us to qualify and maintain our REIT status. If an
event of default exists, we may only make distributions sufficient to qualify and maintain our REIT status.
Additionally, subject to the terms of the Credit Agreement, $60 Million Term Loan Facility and Senior Notes, upon certain events of default, including, but not
limited to, (i) a default in the payment of any principal or interest, (ii) a default in the payment of certain of our other indebtedness, (iii) a default in compliance
with the covenants set forth in the debt agreement and (iv) bankruptcy and other insolvency defaults, the principal and accrued and unpaid interest on the
outstanding debt will become immediately due and payable. In addition, we are required to maintain at all times a credit rating on the Senior Notes from either
S&P, Moody’s or Fitch.
79
Cash Flows
Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
The following table summarizes the changes in net cash flows associated with our operating, investing, and financing activities for the years ended
December 31, 2022 and 2021 (in thousands):
Cash provided by operating activities
Cash used in investing activities
Cash provided by financing activities
Year Ended December 31,
2022
2021
Change
$
$
$
327,695 $
(2,449,210) $
2,114,303 $
231,463 $
(1,912,767) $
1,547,779 $
96,232
(536,443)
566,524
Net cash provided by operating activities. Net cash provided by operating activities increased by $96.2 million to $327.7 million for the year ended
December 31, 2022, compared to $231.5 million for the year ended December 31, 2021. The increase was primarily attributable to the incremental cash flows from
property acquisitions completed subsequent to January 1, 2021, and the increase in Cash NOI from our Same Property Portfolio, partially offset by higher cash
interest paid as compared to the prior year.
Net cash used in investing activities. Net cash used in investing activities increased by $536.4 million to $2.4 billion for the year ended December 31,
2022, compared to $1.9 billion for the year ended December 31, 2021. The increase was primarily attributable to a $462.6 million increase in cash paid for
property acquisitions and acquisition related deposits, a $41.3 million decrease in net proceeds from the sale of real estate as compared to the prior year and a
$32.6 million increase in cash paid for construction and repositioning/redevelopment projects.
Net cash provided by financing activities. Net cash provided by financing activities increased by $566.5 million to $2.1 billion for the year ended
December 31, 2022, compared to $1.5 billion for the year ended December 31, 2021. The increase was primarily attributable to the following: (i) an increase of
$1.1 billion in cash proceeds from borrowings under the Revolver, (ii) an increase of $400.0 million in cash proceeds from borrowings under the $400 Million
Term Loan in July 2022, (iii) an increase of $300.0 million in cash proceeds from borrowings under the $300 Million Term Loan in May 2022, (iv) an increase of
$225.0 million from the repayment of the $225.0 million term loan facility in August 2021, (v) an increase of $183.1 million in net cash proceeds from the
issuance of shares of our common stock and (vi) an increase of $90.0 million from the redemption of the Series A Preferred Stock in August 2021. These increases
were partially offset by the following: (i) a decrease of $1.1 billion from the repayment of the borrowings under the Revolver, (ii) a decrease of $392.4 million in
net cash proceeds from the issuance of the $400 Million Notes due 2031 in August 2021, (iii) a decrease of $150.0 million from the repayment of the $150 Million
Term Loan Facility in May 2022 and (iv) an increase of $74.3 million in dividends paid to common stockholders and common unitholders primarily due to the
increase in the number of common shares outstanding and the increase in our quarterly per share/unit cash dividend.
Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020
Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cash Flows” in our Form 10-K for the year ended
December 31, 2021, filed with the SEC on February 17, 2022, for a discussion of the year ended December 31, 2021 compared to the year ended December 31,
2020.
Inflation
In the last several years, we do not believe that inflation has had a material impact on the Company. However, recently inflation has significantly
increased and a prolonged period of high and persistent inflation could cause an increase in our operating expenses, capital expenditures and cost of our variable-
rate borrowings which could have a material impact on our financial position or results of operations. The majority of our leases are either triple net or provide for
tenant reimbursement for costs related to real estate taxes and operating expenses. In addition, most of the leases provide for fixed rent increases. We believe that
inflationary increases to real estate taxes, utility expenses and other operating expenses may be partially offset by the contractual rent increases and tenant payment
of taxes and expenses described above.
80
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. A key market risk we face is interest rate risk. We are
exposed to interest rate changes primarily as a result of using variable-rate debt to satisfy various short-term and long-term liquidity needs, which have interest
rates based upon SOFR. We use interest rate swaps to manage, or hedge, interest rate risks related to our borrowings. Because actual interest rate movements over
time are uncertain, our swaps pose potential interest rate risks, notably if interest rates fall. We also expose ourselves to credit risk, which we attempt to minimize
by contracting with highly-rated banking financial counterparties. For a summary of our outstanding variable-rate debt, see Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources. For a summary of our interest rate swaps and recent transactions, see
“Note 7 – Interest Rate Derivatives” to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
As of December 31, 2022, the $300 Million Term Loan has been effectively fixed through the use of interest rate swaps. The interest rate swaps have a
combined notional value of $300.0 million, an effective date of July 27, 2022, a maturity date of May 26, 2027, and currently fix Term SOFR at a weighted
average rate of 2.81725%.
At December 31, 2022, we had total consolidated indebtedness, excluding unamortized debt issuance costs and premium/discounts, of $1.95 billion. Of this total
amount, $1.49 billion, or 76%, comprise our fixed-rate debt under the terms of the loan or an interest rate swap. The remaining $460.0 million, or 24%, comprises
our variable-rate debt. Based upon the amount of variable-rate debt outstanding as of December 31, 2022, if SOFR were to increase by 50 basis points, the increase
in interest expense on our variable-rate debt would decrease our future earnings and cash flows by approximately $2.3 million annually. If SOFR were to decrease
by 50 basis points, assuming an interest rate floor of 0%, the decrease in interest expense on our variable-rate debt would increase our future earnings and cash
flows by approximately $2.3 million annually.
Interest risk amounts are our management’s estimates and were determined by considering the effect of hypothetical interest rates on our financial instruments.
We calculate interest sensitivity by multiplying the amount of variable rate debt outstanding by the respective change in rate. The sensitivity analysis does not take
into consideration possible changes in the balances or fair value of our floating rate debt or the effect of any change in overall economic activity that could occur in
that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the
uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in our financial structure.
Item 8. Financial Statements and Supplementary Data
All information required by this item is listed in the Index to Financial Statements in Part IV, Item 15(a)(1).
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
81
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in
the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief
Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of management, including the Co-Chief
Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures as of December 31, 2022,
the end of the period covered by this report. Based on this evaluation, management has concluded that the Company’s disclosure controls and procedures were
effective as of December 31, 2022 at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no significant changes that occurred during the fourth quarter of the most recent year covered by this report in the Company’s internal control
over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Internal control over financial reporting is a process designed by, or under the supervision of, our Co-Chief Executive Officers and Chief Financial Officer and
effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and
expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the consolidated financial statements.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company has used the criteria set forth in
the Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess our internal
control over financial reporting. Based upon this assessment, management concluded that internal control over financial reporting operated effectively as of
December 31, 2022.
The effectiveness of our internal control over financial reporting as of December 31, 2022, has been audited by Ernst & Young LLP, an independent registered
public accounting firm, as stated in their report which appears herein within Item 15. See “Report of Independent Registered Public Accounting Firm”.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
82
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will
be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.
Item 11. Executive Compensation
The information required by Item 11 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will
be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will
be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will
be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.
Item 14. Principal Accounting Fees and Services
The information required by Item 14 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will
be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.
83
Item 15. Exhibits, Financial Statement Schedules
(a)(1) and (2) Financial Statements and Schedules
The following financial information is included in Part IV of this Report on the pages indicated:
PART IV
Reports of Independent Registered Public Accounting Firm (PCAOB ID 42)
Audited Consolidated Financial Statements of Rexford Industrial Realty, Inc.:
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020
Consolidated Statements of Changes in Equity for the Years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
Schedule III – Real Estate and Accumulated Depreciation
F-1
F-4
F-5
F-6
F-7
F-9
F-10
F-49
All other schedules are omitted because the required information is not present in amounts sufficient to require submission of the schedule or because the
information required is included in the financial statements and notes thereto.
84
(3). Exhibits
Exhibit
Number
3.1
3.2
3.3
3.4
4.1
4.2
4.3
4.4
4.5
4.6
4.7
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†
Exhibit Description
Articles of Amendment and Restatement of Rexford Industrial Realty, Inc.
Fourth Amended and Restated Bylaws of Rexford Industrial Realty, Inc.
Articles Supplementary designating the Series B Preferred Stock of Rexford Industrial Realty,
Inc.
Articles Supplementary designating the Series C Preferred Stock of Rexford Industrial Realty,
Inc.
Form of Certificate of Common Stock of Rexford Industrial Realty, Inc.
Form of Specimen Certificate of Series B Preferred Stock of Rexford Industrial Realty, Inc.
Form of Specimen Certificate of Series C Preferred Stock of Rexford Industrial Realty, Inc.
Description of Rexford Industrial Realty, Inc. Common Stock and Preferred Stock Registered
Under Section 12 of the Securities Exchange Act of 1934.
Indenture, dated as of November 16, 2020, among Rexford Industrial Realty, L.P., as issuer,
Rexford Industrial Realty, Inc., as guarantor, and U.S. Bank, National Association, as trustee.
First Supplemental Indenture, dated as of November 16, 2020, among Rexford Industrial
Realty, L.P., as issuer, Rexford Industrial Realty, Inc., as guarantor, and U.S. Bank, National
Association, as trustee, including the form of the Notes and the Guarantee.
Second Supplemental Indenture, dated as of August 9, 2021, among Rexford Industrial
Realty, L.P., as issuer, Rexford Industrial Realty, Inc., as guarantor, and U.S. Bank, National
Association, as trustee, including the form of the Notes and the Guarantee.
Eighth Amended and Restated Agreement of Limited Partnership of Rexford Industrial
Realty, L.P.
Registration Rights Agreement among Rexford Industrial Realty, Inc. and the persons named
therein
Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty,
L.P., 2013 Incentive Award Plan
Form of Restricted Stock Award Agreement under 2013 Incentive Award Plan
Form of Indemnification Agreement between Rexford Industrial Realty, Inc. and its directors
and officers
Tax Matters Agreement by and among Rexford Industrial Realty, Inc., Rexford Industrial
Realty, L.P., and each partner set forth in Schedule I, Schedule II and Schedule III thereto
Employment Agreement, dated as of July 24, 2013, between Michael S. Frankel, Rexford
Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
First Amendment to Employment Agreement, effective June 26, 2017, between Michael S.
Frankel, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
Second Amendment to Employment Agreement, effective May 15, 2020, between Michael S.
Frankel, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
Employment Agreement, dated as of July 24, 2013, between Howard Schwimmer, Rexford
Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
First Amendment to Employment Agreement, effective June 26, 2017, between Howard
Schwimmer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
Second Amendment to Employment Agreement, effective May 15, 2020, between Howard
Schwimmer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
Employment Agreement, effective as of June 26, 2017, between David E. Lanzer, Rexford
Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
First Amendment to Employment Agreement, effective May 15, 2020, between David
Lanzer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
Form
S-11/A
8-K
8-A
8-A
S-11/A
8-A
8-A
10-K
8-K
8-K
8-K
8-K
10-Q
10-Q
S-11/A
S-11/A
10-Q
10-Q
8-K
8-K
File No.
333-188806
001-36008
001-36008
001-36008
333-188806
001-36008
001-36008
001-36008
001-36008
001-36008
001-36008
001-36008
001-36008
001-36008
333-188806
333-188806
001-36008
001-36008
001-36008
001-36008
10-Q
001-36008
8-K
8-K
8-K
8-K
001-36008
001-36008
001-36008
001-36008
Exhibit No.
3.1
3.1
3.3
3.3
4.1
4.1
4.1
4.5
4.1
4.2
4.2
10.1
10.2
10.5
10.4
10.5
10.6
10.8
10.2
10.1
10.9
10.3
10.2
10.1
10.4
Filing Date
7/15/2013
2/14/2020
11/9/2017
9/19/2019
7/15/2013
11/9/2017
9/19/2019
2/19/2020
11/16/2020
11/16/2020
8/9/2021
3/21/2022
9/3/2013
7/27/2021
7/15/2013
7/9/2013
9/3/2013
9/3/2013
6/29/2017
5/20/2020
9/3/2013
6/29/2017
5/20/2020
6/29/2017
5/20/2020
85
Exhibit
Number
10.15†
10.16†
10.17†
10.18†
10.19†
10.20†
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30*
10.31
10.32
10.33
10.34
10.35
10.36
Exhibit Description
Second Amendment to Employment Agreement, effective November 8, 2022, between David
E. Lanzer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
Employment Agreement, effective July 3, 2020, between Laura Clark, Rexford Industrial
Realty, Inc. and Rexford Industrial Realty, L.P.
First Amendment to Employment Agreement, effective November 8, 2022, between Laura E.
Clark, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
Rexford Industrial Realty, Inc. Non-Employee Director Compensation Program
Form of Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. Time-Based LTIP
Unit Agreement
Form of Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. OPP Performance
Unit Agreement
The Loan Assumption Agreement dated as of November 8, 2013 between Gilbert LaPalma
Properties, LLC, and Rexford Industrial-Gilbert LaPalma, LLC, and American Security
Insurance Company, as Lender
Note Purchase and Guarantee Agreement, dated as of July 16, 2015 among the Rexford
Industrial Realty L.P., Rexford Industrial Realty, Inc. and the purchasers named therein.
Note Purchase and Guarantee Agreement, dated as of July 13, 2017, by and among Rexford
Industrial Realty L.P., Rexford Industrial Realty, Inc. and the purchasers named therein.
Second Amendment to Note Purchase and Guarantee Agreement, dated as of June 16, 2017,
among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and the purchasers
named therein.
Agreement of Purchase and Sale, dated November 30, 2017, by and between RIF IV Grand,
LLC, as Seller, and 6110-6114 Cahuenga Avenue, LLC, as Buyer.
First Amendment to Agreement of Purchase and Sale, dated January 2, 2018, by and between
RIF IV Grand, LLC, as Seller, and 6110-6114 Cahuenga Avenue, LLC as Buyer.
Note Purchase and Guarantee Agreement, dated as of July 16, 2019, by and among Rexford
Industrial Realty L.P., Rexford Industrial Realty, Inc. and the purchasers named therein.
Fourth Amended and Restated Credit Agreement, dated as of May 26, 2022, among Rexford
Industrial Realty, L.P., Rexford Industrial Realty, Inc., Bank of America, N.A., as
administrative agent and a letter of credit issuer and the other lenders named therein.
First Amendment to Fourth Amended and Restated Credit Agreement, dated as of July 19,
2022, among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc., Bank of
America, N.A., as administrative agent and a letter of credit issuer and the other lenders
named therein.
Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of January
13, 2023, among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc., Bank of
America, N.A., as administrative agent and a letter of credit issuer and the other lenders
named therein.
Equity Distribution Agreement, dated May 27, 2022, by and among Rexford Industrial
Realty, Inc., Rexford Industrial Realty, L.P., and BofA Securities, Inc. and its affiliate.
Equity Distribution Agreement, dated May 27, 2022, by and among Rexford Industrial
Realty, Inc., Rexford Industrial Realty, L.P., and BTIG, LLC.
Equity Distribution Agreement, dated May 27, 2022, by and among Rexford Industrial
Realty, Inc., Rexford Industrial Realty, L.P., and Capital One Securities, Inc.
Equity Distribution Agreement, dated May 27, 2022, by and among Rexford Industrial
Realty, Inc., Rexford Industrial Realty, L.P., and CIBC World Markets Corp. and its affiliate.
Equity Distribution Agreement, dated May 27, 2022, by and among Rexford Industrial
Realty, Inc., Rexford Industrial Realty, L.P., and Goldman Sachs & Co. LLC.
Equity Distribution Agreement, dated May 27, 2022, by and among Rexford Industrial
Realty, Inc., Rexford Industrial Realty, L.P., and Jefferies LLC.
Form
File No.
Exhibit No.
Filing Date
8-K
8-K
8-K
10-K
10-K
10-K
10-K
8-K
8-K
10-Q
10-K
10-Q
8-K
8-K
001-36008
001-36008
001-36008
001-36008
001-36008
001-36008
10.2
10.1
10.1
10.11
10.18
10.19
11/10/2022
7/9/2020
11/10/2022
3/9/2015
2/19/2021
2/19/2021
001-36008
10.20
3/20/2014
001-36008
001-36008
001-36008
10.1
10.1
10.3
7/20/2015
7/19/2017
8/4/2017
001-36008
10.40
2/21/2018
001-36008
001-36008
001-36008
10.2
10.1
10.1
5/7/2018
7/19/2019
5/27/2022
8-K
001-36008
10.1
7/20/2022
10-K
001-36008
10.30
2/10/2022
8-K
8-K
8-K
8-K
8-K
8-K
001-36008
001-36008
001-36008
001-36008
001-36008
001-36008
1.1
1.2
1.3
1.4
1.5
1.6
5/27/2022
5/27/2022
5/27/2022
5/27/2022
5/27/2022
5/27/2022
86
Form
File No.
Exhibit No.
Filing Date
8-K
8-K
8-K
8-K
8-K
8-K
8-K
001-36008
001-36008
001-36008
001-36008
001-36008
001-36008
001-36008
1.7
1.8
1.9
1.10
1.11
1.12
1.13
5/27/2022
5/27/2022
5/27/2022
5/27/2022
5/27/2022
5/27/2022
5/27/2022
Exhibit
Number
10.37
10.38
10.39
10.40
10.41
10.42
10.43
21.1*
22.1*
23.1*
24.1*
31.1*
31.2*
31.3*
32.1*
32.2*
32.3*
101.1*
104.1*
*
†
Exhibit Description
Equity Distribution Agreement, dated May 27, 2022, by and among Rexford Industrial
Realty, Inc., Rexford Industrial Realty, L.P., and JMP Securities LLC.
Equity Distribution Agreement, dated May 27, 2022, by and among Rexford Industrial
Realty, Inc., Rexford Industrial Realty, L.P., and J.P. Morgan Securities LLC and its affiliate.
Equity Distribution Agreement, dated May 27, 2022, by and among Rexford Industrial
Realty, Inc., Rexford Industrial Realty, L.P., and Mizuho Securities USA LLC and its affiliate.
Equity Distribution Agreement, dated May 27, 2022, by and among Rexford Industrial
Realty, Inc., Rexford Industrial Realty, L.P., and Regions Securities LLC.
Equity Distribution Agreement, dated May 27, 2022, by and among Rexford Industrial
Realty, Inc., Rexford Industrial Realty, L.P., and Scotia Capital (USA) Inc. and its affiliate.
Equity Distribution Agreement, dated May 27, 2022, by and among Rexford Industrial
Realty, Inc., Rexford Industrial Realty, L.P., and Truist Securities, Inc. and its affiliates.
Equity Distribution Agreement, dated May 27, 2022, by and among Rexford Industrial
Realty, Inc., Rexford Industrial Realty, L.P., and Wells Fargo Securities LLC and its affiliates.
List of Subsidiaries of the Company
List of Issuers of Guaranteed Securities
Consent of Ernst & Young LLP
Power of Attorney (included on the signature page of this Form 10-K)
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
The following financial information from Rexford Industrial Realty, Inc.’s Annual Report on
Form 10-K for the year ended December 31, 2022, formatted in inline XBRL (eXtensible
Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements
of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated
Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows and (v) the
Notes to Consolidated Financial Statements
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed herein
Compensatory plan or arrangement
Item 16. Form 10-K Summary
None.
87
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
February 10, 2023
February 10, 2023
February 10, 2023
Rexford Industrial Realty, Inc.
/s/ Michael S. Frankel
Michael S. Frankel
Co-Chief Executive Officer (Principal Executive Officer)
/s/ Howard Schwimmer
Howard Schwimmer
Co-Chief Executive Officer (Principal Executive Officer)
/s/ Laura E. Clark
Laura E. Clark
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the date indicated.
88
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Rexford Industrial Realty, Inc., hereby severally constitute
Michael S. Frankel, Howard Schwimmer and Laura E. Clark, and each of them singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and
generally to do all such things in our names and in our capacities as officers and directors to enable Rexford Industrial Realty, Inc. to comply with the provisions of
the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
Signature
Title
Date
/s/ Michael S. Frankel
Michael S. Frankel
/s/ Howard Schwimmer
Howard Schwimmer
/s/ Laura E. Clark
Laura E. Clark
/s/ Richard Ziman
Richard Ziman
/s/ Robert L. Antin
Robert L. Antin
/s/ Diana J. Ingram
Diana J. Ingram
/s/ Angela L. Kleiman
Angela L. Kleiman
/s/ Debra L. Morris
Debra L. Morris
/s/ Tyler H. Rose
Tyler H. Rose
Co- Chief Executive Officer and Director
(Principal Executive Officer)
Co- Chief Executive Officer and Director
(Principal Executive Officer)
February 10, 2023
February 10, 2023
Chief Financial Officer
(Principal Financial and Accounting Officer)
February 10, 2023
Chairman of the Board
February 10, 2023
February 10, 2023
February 10, 2023
February 10, 2023
February 10, 2023
February 10, 2023
Director
Director
Director
Director
Director
89
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Rexford Industrial Realty, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Rexford Industrial Realty, Inc. (the Company) as of December 31, 2022 and 2021, the related
consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2022,
and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal
control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 10, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements
based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be
communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
F-1
Description of the
Matter
Recognition of acquired real estate - Purchase price accounting
As discussed in Notes 2, 3, and 4 to the consolidated financial statements, the Company completed the acquisition of 61 properties for
a total purchase price of $2.4 billion during the year ended December 31, 2022. The transactions were accounted for as asset
acquisitions, and the purchase prices were allocated to components based on the relative fair values of the assets acquired and
liabilities assumed. These components include land, buildings and improvements, tenant improvements, intangible assets and
liabilities related to above and below market leases, and intangible assets related to in-place leases. The fair value of tangible and
intangible assets and liabilities is based on available comparable market information, and estimated cash flow projections that utilize
rental rates, discount rates, and capitalization rates. Estimates of future cash flows are based on a number of factors including
historical operating results, known and anticipated trends, and market and economic conditions.
Auditing the fair value of acquired tangible and intangible assets and liabilities involves significant estimation uncertainty due to the
judgment used by management in selecting key assumptions based on recent comparable transactions or market information, and the
sensitivity of the fair values to changes in assumptions. In particular, the fair value estimates were sensitive to assumptions such as
market rental rates, rental growth rates, price of land per square foot, discount rates, and capitalization rates. The allocation of value to
the components of properties acquired could have a material effect on the Company’s net income due to the differing depreciable and
amortizable lives of each component and the classification of the related depreciation or amortization in the Company’s consolidated
statements of operations.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process
for determining and reviewing the key inputs and assumptions used in estimating the fair value of acquired assets and liabilities and
allocating fair value to the various components.
To test the allocation of the acquisition-date fair values, we evaluated the appropriateness of the valuation methods used to allocate the
purchase price. We performed procedures to assess the key data inputs and assumptions used by management described above,
including the completeness and accuracy of the underlying information. We also used our specialists to assist us in evaluating the
valuation methods used by management and whether the assumptions utilized were supported by observable market data.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2012.
Los Angeles, California
February 10, 2023
F-2
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Rexford Industrial Realty, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Rexford Industrial Realty, Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In
our opinion, Rexford Industrial Realty, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance
sheets of Rexford Industrial Realty, Inc. as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in
equity and cash flows for each of the three years in the period ended December 31, 2022 and the related notes and financial statement schedule listed in the Index
at Item 15(a), and our report dated February 10, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express
an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Los Angeles, California
February 10, 2023
F-3
REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands - except share and per share data)
December 31, 2022
December 31, 2021
ASSETS
Land
Buildings and improvements
Tenant improvements
Furniture, fixtures, and equipment
Construction in progress
Total real estate held for investment
Accumulated depreciation
Investments in real estate, net
Cash and cash equivalents
Restricted cash
Rents and other receivables, net
Deferred rent receivable, net
Deferred leasing costs, net
Deferred loan costs, net
Acquired lease intangible assets, net
Acquired indefinite-lived intangible
Interest rate swap asset
Other assets
Acquisition related deposits
Assets associated with real estate held for sale, net
Total Assets
LIABILITIES & EQUITY
Liabilities
Notes payable
Interest rate swap liability
Accounts payable, accrued expenses and other liabilities
Dividends and distributions payable
Acquired lease intangible liabilities, net
Tenant security deposits
Prepaid rents
Liabilities associated with real estate held for sale
Total Liabilities
Equity
Rexford Industrial Realty, Inc. stockholders’ equity
Preferred stock, $0.01 par value per share, 10,050,000 shares authorized:
5.875% series B cumulative redeemable preferred stock, 3,000,000 shares outstanding at December 31,
2022 and December 31, 2021 ($75,000 liquidation preference)
5.625% series C cumulative redeemable preferred stock, 3,450,000 shares outstanding at December 31,
2022 and December 31, 2021 ($86,250 liquidation preference)
Common Stock, $0.01 par value per share, 489,950,000 authorized and 189,114,129 and 160,511,482 shares
outstanding at December 31, 2022 and December 31, 2021, respectively
Additional paid-in capital
Cumulative distributions in excess of earnings
Accumulated other comprehensive income (loss)
Total stockholders’ equity
Noncontrolling interests
Total Equity
Total Liabilities and Equity
$
$
$
$
5,841,195 $
3,370,494
147,632
132
110,934
9,470,387
(614,332)
8,856,055
36,786
—
15,227
88,144
45,080
4,829
169,986
5,156
11,422
24,973
1,625
—
9,259,283 $
1,936,381 $
—
97,496
62,033
147,384
71,935
20,712
—
2,335,941
72,443
83,233
1,891
6,646,867
(255,743)
8,247
6,556,938
366,404
6,923,342
9,259,283 $
4,143,021
2,588,836
127,708
132
71,375
6,931,072
(473,382)
6,457,690
43,987
11
11,027
61,511
32,940
1,961
132,158
5,156
—
19,066
8,445
7,213
6,781,165
1,399,565
7,482
65,833
40,143
127,017
57,370
15,829
231
1,713,470
72,443
83,233
1,605
4,828,292
(191,120)
(9,874)
4,784,579
283,116
5,067,695
6,781,165
The accompanying notes are an integral part of these consolidated financial statements.
F-4
REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands - except share and per share data)
REVENUES
Rental income
Management and leasing services
Interest income
TOTAL REVENUES
OPERATING EXPENSES
Property expenses
General and administrative
Depreciation and amortization
TOTAL OPERATING EXPENSES
OTHER EXPENSES
Other expenses
Interest expense
TOTAL EXPENSES
Loss on extinguishment of debt
Gains on sale of real estate
NET INCOME
Less: net income attributable to noncontrolling interests
NET INCOME ATTRIBUTABLE TO REXFORD INDUSTRIAL REALTY, INC.
Less: preferred stock dividends
Less: original issuance costs of redeemed preferred stock
Less: earnings allocated to participating securities
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
Net income attributable to common stockholders per share - basic
Net income attributable to common stockholders per share - diluted
Weighted average shares of common stock outstanding - basic
Weighted average shares of common stock outstanding - diluted
2022
Year Ended December 31,
2021
2020
$
$
$
$
630,578 $
616
10
631,204
150,503
64,264
196,794
411,561
1,561
48,496
461,618
(915)
8,486
177,157
(9,573)
167,584
(9,258)
—
(845)
157,481 $
0.92 $
0.92 $
451,733 $
468
37
452,238
107,721
48,990
151,269
307,980
1,297
40,139
349,416
(505)
33,929
136,246
(8,005)
128,241
(12,563)
(3,349)
(568)
111,761 $
0.80 $
0.80 $
329,377
420
338
330,135
79,716
36,795
115,269
231,780
124
30,849
262,753
(104)
13,617
80,895
(4,492)
76,403
(14,545)
—
(509)
61,349
0.51
0.51
170,467,365
170,978,272
139,294,882
140,075,689
120,873,624
121,178,310
The accompanying notes are an integral part of these consolidated financial statements.
F-5
REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income
Other comprehensive income (loss): cash flow hedge adjustments
Comprehensive income
Less: comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Rexford Industrial Realty, Inc.
2022
Year Ended December 31,
2021
2020
$
$
177,157 $
18,846
196,003
(10,298)
185,705 $
136,246 $
8,333
144,579
(8,503)
136,076 $
80,895
(10,880)
70,015
(3,779)
66,236
The accompanying notes are an integral part of these consolidated financial statements.
F-6
REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands - except share data)
Preferred
Stock
Number of
Shares
Common
Stock
Additional
Paid-in
Capital
Cumulative
Distributions
in Excess of
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders’
Equity
Noncontrolling
Interests
Total Equity
Balance at December 31, 2019
Issuance of common stock
Offering costs
Issuance of OP Units
Issuance of 4.00% cumulative redeemable
convertible preferred units
Share-based compensation
Shares acquired to satisfy employee tax
withholding requirements on vesting restricted
stock
Conversion of OP Units to common stock
Net income
Other comprehensive loss
Preferred stock dividends ($1.468752 per series
A preferred and series B preferred share and
$1.406252 per series C preferred share)
Preferred unit distributions
Common stock dividends ($0.86 per share)
Common unit distributions
Balance at December 31, 2020
Issuance of common stock
Offering costs
Redemption of 5.875% series A preferred stock
Share-based compensation
Shares acquired to satisfy employee tax
withholding requirements on vesting restricted
stock
Conversion of OP Units to common stock
Net income
Other comprehensive income
Preferred stock dividends ($0.917970 per series
A preferred share, $1.468752 per series B
preferred share and $1.406252 per series C
preferred share)
Preferred unit distributions
Common stock dividends ($0.96 per share)
Common unit distributions
$
242,327 113,793,300 $
1,136 $ 2,439,007 $
(118,751) $
—
—
—
—
—
—
—
14,545
—
(14,545)
—
—
—
17,253,161
—
—
—
110,737
(27,473)
296,313
—
—
—
—
—
—
173
—
—
—
1
—
3
—
—
—
—
—
—
739,810
(5,887)
—
—
3,290
(1,278)
7,657
—
—
—
—
—
—
—
—
—
—
—
—
—
61,858
—
—
—
(106,496)
—
$
242,327 131,426,038 $
1,313 $ 3,182,599 $
(163,389) $
—
—
(86,651)
—
28,484,776
—
—
108,774
286
—
—
1
1,644,411
(18,606)
—
3,855
(7,542) $
—
—
—
2,556,177 $
739,983
(5,887)
—
66,272 $
—
—
179,262
—
—
—
3,291
—
—
—
(10,167)
—
—
—
—
(1,278)
7,660
76,403
(10,167)
(14,545)
—
(106,496)
—
40,787
9,803
—
(7,660)
4,492
(713)
—
(2,546)
—
(4,246)
(17,709) $
—
—
—
—
3,245,141 $
1,644,697
(18,606)
(90,000)
3,856
285,451 $
—
—
—
16,007
—
—
12,563
—
(29,305)
521,199
—
—
(12,563)
—
—
—
—
—
—
—
—
5
—
—
—
—
—
—
(1,428)
17,461
—
—
—
—
—
7,835
(1,428)
17,466
128,241
7,835
—
—
—
—
—
—
(140,060)
—
—
—
—
—
(12,563)
—
(140,060)
—
—
(17,466)
8,005
498
—
(2,832)
—
(6,547)
—
—
(3,349)
—
—
—
115,678
—
2,622,449
739,983
(5,887)
179,262
40,787
13,094
(1,278)
—
80,895
(10,880)
(14,545)
(2,546)
(106,496)
(4,246)
3,530,592
1,644,697
(18,606)
(90,000)
19,863
(1,428)
—
136,246
8,333
(12,563)
(2,832)
(140,060)
(6,547)
Balance at December 31, 2021
$
155,676 160,511,482 $
1,605 $ 4,828,292 $
(191,120) $
(9,874) $
4,784,579 $
283,116 $
5,067,695
F-7
Issuance of common stock
Offering costs
Issuance of OP Units
Issuance of 3.00% cumulative redeemable
convertible preferred units
Share-based compensation
Shares acquired to satisfy employee tax
withholding requirements on vesting restricted
stock
Conversion of OP Units to common stock
Acquisition of private REIT - preferred units
Net income
Other comprehensive income
Preferred stock dividends ( $1.468752 per series
B preferred share and $1.406252 per series C
preferred share)
Preferred unit distributions
Common stock dividends ($1.26 per share)
Common unit distributions
Balance at December 31, 2022
Preferred
Stock
Number of
Shares
Common
Stock
—
—
—
—
—
—
—
—
9,258
—
(9,258)
—
—
—
28,343,395
—
—
—
123,542
(31,576)
167,286
—
—
—
—
—
—
—
283
—
—
—
1
—
2
—
—
—
—
—
—
—
Additional
Paid-in
Capital
1,831,490
(22,542)
—
—
5,547
(2,156)
6,236
—
—
—
—
—
—
—
Cumulative
Distributions
in Excess of
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
—
—
—
—
—
—
—
—
158,326
—
—
—
(222,949)
—
—
—
—
—
—
—
—
—
—
18,121
—
—
—
—
Total
Stockholders’
Equity
1,831,773
(22,542)
—
—
5,548
(2,156)
6,238
—
167,584
18,121
(9,258)
—
(222,949)
—
Noncontrolling
Interests
Total Equity
—
—
56,167
12,000
23,488
—
(6,238)
122
9,573
725
—
(3,124)
—
(9,425)
1,831,773
(22,542)
56,167
12,000
29,036
(2,156)
—
122
177,157
18,846
(9,258)
(3,124)
(222,949)
(9,425)
$
155,676 189,114,129 $
1,891 $ 6,646,867 $
(255,743) $
8,247 $
6,556,938 $
366,404 $
6,923,342
The accompanying notes are an integral part of these consolidated financial statements.
F-8
REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization
Amortization of (below) above market lease intangibles, net
Impairment of right-of-use asset
Loss on extinguishment of debt
Gains on sale of real estate
Amortization of debt issuance costs
Amortization of discount (premium) on notes payable, net
Equity based compensation expense
Straight-line rent
Payments for termination/settlement of interest rate derivatives
Amortization related to termination/settlement of interest rate derivatives
Change in working capital components:
Rents and other receivables
Deferred leasing costs
Other assets
Sales-type lease receivable
Accounts payable, accrued expenses and other liabilities
Tenant security deposits
Prepaid rents
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of investments in real estate
Capital expenditures
Payment for deposits on real estate acquisitions
Proceeds from sale of real estate
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of preferred stock
Issuance of common stock, net
Proceeds from borrowings
Repayment of borrowings
Debt issuance costs
Dividends paid to preferred stockholders
Dividends paid to common stockholders
Distributions paid to common unitholders
Distributions paid to preferred unitholders
Repurchase of common shares to satisfy employee tax withholding requirements
Net cash provided by financing activities
Increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents and restricted cash, end of period
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $12,236, $4,550 and $3,925 for the years
December 31, 2022, 2021 and 2020, respectively)
Supplemental disclosure of noncash transactions:
Operating lease right-of-use assets obtained in exchange for lease liabilities
Issuance of operating partnership units in connection with acquisition of real estate
Issuance of 4.0% cumulative redeemable convertible preferred units in connection with acquisition of
real estate
Issuance of 3.0% cumulative redeemable convertible preferred units in connection with acquisition of
real estate
Acquisition of private REIT - preferred units
Assumption of debt in connection with acquisition of real estate including loan premium
Accrual for capital expenditures
Accrual of dividends and distributions
Lease reclassification from operating lease to sales-type lease:
Sales-type lease receivable
Investments in real estate, net
Deferred rent receivable, net
Deferred leasing costs, net
Acquired lease intangible assets, net
Gain on sale recognized due to lease classification
2022
Year Ended December 31,
2021
2020
$
177,157 $
136,246 $
80,895
196,794
(31,209)
—
915
(8,486)
2,689
250
28,426
(31,220)
(589)
531
(2,858)
(17,762)
(594)
—
9,304
6,294
(1,947)
327,695
(2,328,430)
(135,095)
(1,000)
15,315
(2,449,210)
—
1,809,231
2,714,000
(2,176,606)
(7,300)
(9,258)
(201,902)
(8,582)
(3,124)
(2,156)
2,114,303
(7,212)
43,998
36,786 $
151,269
(15,443)
992
505
(33,929)
1,919
26
19,506
(20,903)
(4,045)
2,280
(745)
(17,473)
(6,357)
—
11,895
6,776
(1,056)
231,463
(1,858,413)
(102,475)
(8,445)
56,566
(1,912,767)
(90,000)
1,626,091
1,264,557
(1,095,280)
(4,555)
(12,563)
(129,793)
(6,418)
(2,832)
(1,428)
1,547,779
(133,525)
177,523
43,998 $
115,269
(10,533)
—
104
(13,617)
1,505
(188)
12,871
(11,406)
(1,239)
218
(4,030)
(10,447)
(2,352)
20,302
4,825
(415)
1,232
182,994
(928,687)
(78,765)
(4,067)
23,996
(987,523)
—
734,096
471,844
(175,671)
(6,085)
(14,545)
(99,292)
(3,328)
(2,546)
(1,278)
903,195
98,666
78,857
177,523
44,811 $
32,979 $
27,924
6,363 $
56,167 $
— $
12,000 $
122 $
— $
29,074 $
62,033 $
— $
—
—
—
—
— $
— $
— $
— $
— $
— $
16,512 $
15,700 $
40,143 $
— $
—
—
—
—
— $
3,204
179,262
40,787
—
—
65,264
11,811
29,747
20,302
(16,117)
(63)
(164)
(136)
3,822
$
$
$
$
$
$
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-9
REXFORD INDUSTRIAL REALTY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service real estate investment trust (“REIT”) focused on owning and operating
industrial properties in Southern California infill markets. We were formed as a Maryland corporation on January 18, 2013, and Rexford Industrial Realty, L.P. (the
“Operating Partnership”), of which we are the sole general partner, was formed as a Maryland limited partnership on January 18, 2013. Through our controlling
interest in our Operating Partnership and its subsidiaries, we own, manage, lease, acquire and redevelop industrial real estate principally located in Southern
California infill markets, and from time to time, acquire or provide mortgage debt secured by industrial property. As of December 31, 2022, our consolidated
portfolio consisted of 356 properties with approximately 42.4 million rentable square feet.
The terms “us,” “we,” “our,” and the “Company” as used in these financial statements refer to Rexford Industrial Realty, Inc. and, unless the context
requires otherwise, its subsidiaries (including our Operating Partnership).
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying financial statements are the consolidated financial statements of Rexford Industrial Realty, Inc. and its subsidiaries, including our
Operating Partnership. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.
Under consolidation guidance, we have determined that our Operating Partnership is a variable interest entity because the holders of limited partnership
interests do not have substantive kick-out rights or participating rights. Furthermore, we are the primary beneficiary of the Operating Partnership because we have
the obligation to absorb losses and the right to receive benefits from the Operating Partnership and the exclusive power to direct the activities of the Operating
Partnership. As of December 31, 2022 and 2021, the assets and liabilities of the Company and the Operating Partnership are substantially the same, as the
Company does not have any significant assets other than its investment in the Operating Partnership.
The accompanying consolidated financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”)
as established by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC”) including modifications issued under
Accounting Standards Updates (“ASUs”). Any reference to the number of properties, buildings and square footage are unaudited and outside the scope of our
independent auditor’s audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported
amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash and liquid investments with an initial maturity of three months or less. The carrying amount approximates fair
value due to the short-term maturity of these investments.
Restricted Cash
Restricted cash is comprised of escrow reserves that we are required to set aside for future costs as required by certain agreements with our lenders, and
from time to time, includes cash proceeds from property sales that are being held by qualified intermediaries for purposes of facilitating tax-deferred like-kind
exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”).
F-10
Restricted cash balances are included with cash and cash equivalent balances as of the beginning and ending of each period presented in the consolidated
statements of cash flows. The following table provides a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years
ended December 31, 2022 and 2021 (in thousands):
Cash and cash equivalents
Restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash and cash equivalents
Restricted cash
Cash, cash equivalents and restricted cash, end of period
Investments in Real Estate
Acquisitions
Year Ended December 31,
2022
2021
43,987 $
11
43,998 $
36,786 $
—
36,786 $
176,293
1,230
177,523
43,987
11
43,998
$
$
$
$
We account for acquisitions of properties under ASU 2017-01, Business Combinations–Clarifying the Definition of a Business, which provides a framework for
determining whether transactions should be accounted for as acquisitions of assets or businesses and further revises the definition of a business. Our acquisitions of
properties generally no longer meet the revised definition of a business and accordingly are accounted for as asset acquisitions.
For asset acquisitions, we allocate the cost of the acquisition, which includes cash and non-cash consideration paid to the seller and associated acquisition
transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. These individual assets and liabilities typically include land,
building and improvements, tenant improvements, intangible assets and liabilities related to above- and below-market leases, intangible assets related to in-place
leases, and from time to time, assumed mortgage debt. As there is no measurement period concept for an asset acquisition, the allocated cost of the acquired assets
is finalized in the period in which the acquisition occurs.
We determine the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. This “as-if vacant” value is estimated
using an income, or discounted cash flow, approach that relies upon Level 3 inputs, which are unobservable inputs based on the Company’s assumptions with
respect to the assumptions a market participant would use. These Level 3 inputs include discount rates, capitalization rates, market rental rates, rental growth rates
and comparable sales data, including land sales, for similar properties. Estimates of future cash flows are based on a number of factors including historical
operating results, known and anticipated trends, and market and economic conditions. In determining the “as-if-vacant” value for the properties we acquired
during the year ended December 31, 2022, we used discount rates ranging from 4.75% to 7.50% and exit capitalization rates ranging from 3.75% to 6.25%.
In determining the fair value of intangible lease assets or liabilities, we also consider Level 3 inputs. Acquired above- and below-market leases are valued based
on the present value of the difference between prevailing market rental rates and the in-place rental rates measured over a period equal to the remaining term of the
lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases, if applicable. The
estimated fair value of acquired in-place at-market tenant leases are the estimated costs that would have been incurred to lease the property to the occupancy level
of the property at the date of acquisition. We consider estimated costs such as the value associated with leasing commissions, legal and other costs, as well as the
estimated period of time necessary to lease such a property to its occupancy level at the time of its acquisition. In determining the fair value of acquisitions
completed during the year ended December 31, 2022, we used an estimated average lease-up period ranging from six months to twelve months.
The difference between the fair value and the face value of debt assumed, if any, in connection with an acquisition is recorded as a premium or discount and
amortized to “interest expense” over the life of the debt assumed. The valuation of assumed liabilities are based on our estimate of the current market rates for
similar liabilities in effect at the acquisition date.
F-11
Capitalization of Costs
We capitalize direct costs incurred in developing, renovating, rehabilitating and improving real estate assets as part of the investment basis. This includes
certain general and administrative costs, including payroll, bonus, and non-cash equity compensation of the personnel performing redevelopment, renovations and
rehabilitation if such costs are identifiable to a specific activity to get the real estate asset ready for its intended use. During the redevelopment and construction
periods of a project, we also capitalize interest, real estate taxes and insurance costs. We cease capitalization of costs upon substantial completion of the project,
but no later than one year from cessation of major construction activity. If some portions of a project are substantially complete and ready for use and other
portions have not yet reached that stage, we cease capitalizing costs on the completed portion of the project but continue to capitalize for the incomplete portion of
the project. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred.
We capitalized interest costs of $12.2 million, $4.5 million and $3.9 million during the years ended December 31, 2022, 2021 and 2020, respectively. We
capitalized real estate taxes and insurance aggregating $5.2 million, $2.2 million, and $1.2 million and during the years ended December 31, 2022, 2021 and 2020,
respectively. We capitalized compensation costs for employees who provide construction services of $8.7 million, $6.1 million and $4.1 million during the years
ended December 31, 2022, 2021 and 2020, respectively.
Depreciation and Amortization
Real estate, including land, building and land improvements, tenant improvements, furniture, fixtures and equipment and intangible lease assets and
liabilities are stated at historical cost less accumulated depreciation and amortization, unless circumstances indicate that the cost cannot be recovered, in which
case, the carrying value of the property is reduced to estimated fair value as discussed below in our policy with regard to impairment of long-lived assets. We
estimate the depreciable portion of our real estate assets and related useful lives in order to record depreciation expense.
The values allocated to buildings, site improvements, in-place lease intangibles and tenant improvements are depreciated on a straight-line basis using an
estimated useful life that typically ranges from 10-30 years for buildings, 5-25 years for site improvements, and the shorter of the estimated useful life or
respective lease term for in-place lease intangibles and tenant improvements.
As discussed above in —Investments in Real Estate—Acquisitions, in connection with property acquisitions, we may acquire leases with rental rates
above or below the market rental rates. Such differences are recorded as an acquired lease intangible asset or liability and amortized to “rental income” over the
remaining term of the related leases.
Our estimate of the useful life of our assets is evaluated upon acquisition and when circumstances indicate that a change in the useful life has occurred,
which requires significant judgment regarding the economic obsolescence of tangible and intangible assets.
Assets Held for Sale
We classify a property as held for sale when all of the criteria set forth in ASC Topic 360: Property, Plant and Equipment (“ASC 360”) have been met. The
criteria are as follows: (i) management, having the authority to approve the action, commits to a plan to sell the property; (ii) the property is available for
immediate sale in its present condition, subject only to terms that are usual and customary; (iii) an active program to locate a buyer and other actions required to
complete the plan to sell have been initiated; (iv) the sale of the property is probable and is expected to be completed within one year; (v) the property is being
actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions necessary to complete the plan of sale indicate that it is
unlikely that significant changes to the plan will be made or that the plan will be withdrawn. At the time we classify a property as held for sale, we cease recording
depreciation and amortization. A property classified as held for sale is measured and reported at the lower of its carrying amount or its estimated fair value less
cost to sell.
As of December 31, 2022, we did not have any properties classified as held for sale. As of December 31, 2021, our property located at 28159 Avenue
Stanford in Valencia, California was classified as held for sale. See “Note 3 – Investments in Real Estate” for details.
F-12
Impairment of Long-Lived Assets
In accordance with the provisions of the Impairment or Disposal of Long-Lived Assets Subsections of ASC 360, we assess the carrying values of our
respective long-lived assets, including operating lease right-of-use assets (“ROU assets”), whenever events or changes in circumstances indicate that the carrying
amounts of these assets may not be fully recoverable. Recoverability of real estate assets and other long-lived assets is measured by comparison of the carrying
amount of the asset to the estimated future undiscounted cash flows.
To review real estate assets for recoverability, we consider current market conditions as well as our intent with respect to holding or disposing of the asset.
The intent with regards to the underlying assets might change as market conditions and other factors change. For office space ROU assets, the execution of a
sublease where the remaining lease payments of the original office space lease exceed the sublease receipts reflects an indication of impairment which suggests the
carrying value of the ROU asset may not be recoverable. Fair value is determined through various valuation techniques, including discounted cash flow models,
applying a capitalization rate to estimated net operating income of a property, quoted market values and third-party appraisals, where considered necessary. The
use of projected future cash flows is based on assumptions that are consistent with estimates of future expectations and the strategic plan used to manage our
underlying business.
If our analysis indicates that the carrying value of the real estate asset and other long-lived assets is not recoverable on an undiscounted cash flow basis,
we will recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property.
Assumptions and estimates used in the recoverability analyses for future cash flows, discount rates and capitalization rates are complex and subjective.
Changes in economic and operating conditions or our intent with respect to our investment that occur subsequent to our impairment analyses could impact these
assumptions and result in future impairment of our real estate properties. During the years ended December 31, 2022, 2021 or 2020, there were no impairment
charges recorded to the carrying value of our real estate properties. During the year ended December 31, 2021, in connection with the execution of a sublease for
one of our office space leases, we recorded a $1.0 million impairment charge to reduce the carrying value of the related ROU asset. The impairment charge is
presented in “Other expenses” in the consolidated statements of operations. See also “Note 6 – Leases” for details.
Income Taxes
We have elected to be taxed as a REIT under the Code commencing with our initial taxable year ended December 31, 2013. To qualify as a REIT, we are
required (among other things) to distribute at least 90% of our REIT taxable income to our stockholders and meet the various other requirements imposed by the
Code relating to matters such as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided we qualify for taxation as a REIT,
we are generally not subject to corporate-level income tax on the earnings distributed currently to our stockholders that we derive from our activities. If we fail to
qualify as a REIT in any taxable year, and were unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be
subject to regular federal corporate income tax, including any applicable alternative minimum tax for taxable years prior to 2018.
We own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code (each, a
“Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If
a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to federal income tax, (ii) shares in such Subsidiary REIT
would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we would fail certain of the asset tests applicable
to REITs, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions.
We are subject to taxation by various state and local jurisdictions, including those in which we transact business or reside. Other than our Subsidiary REIT
(a private REIT acquired on July 18, 2022), our non-taxable REIT subsidiaries, including our Operating Partnership, are either partnerships or disregarded entities
for federal income tax purposes. Under applicable federal and state income tax rules, the allocated share of net income or loss from disregarded entities and flow-
through entities such as partnerships is reportable in the income tax returns of the respective equity holders. Our taxable REIT subsidiary is a C-corporation subject
to federal and state income tax. However, it has a cumulative unrecognized net operating loss carryforward. Accordingly, no income tax provision is included in
the accompanying consolidated financial statements for the years ended December 31, 2022, 2021 and 2020.
We periodically evaluate our tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a
tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of December 31, 2022 and 2021, we have not
established a liability for uncertain tax positions.
F-13
Derivative Instruments and Hedging Activities
We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of
business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk
primarily by managing the amount, sources and duration of our debt funding and through the use of derivative financial instruments. Specifically, we enter into
derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the
value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing and duration of our
known or expected cash payments principally related to our borrowings.
In accordance with ASC Topic 815: Derivatives and Hedging, we record all derivatives on the balance sheet at fair value. The accounting for changes in
the fair value of derivatives depends on the intended use of the derivative, and whether we have elected to designate a derivative in a hedging relationship and
apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying
as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are
considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of
forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the
hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge
or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge
certain risks, even though hedge accounting does not apply or we elect not to apply hedge accounting.
Our objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to interest rate movements. To accomplish
this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve
the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the
underlying notional value. From time to time, we also utilize cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances
(“treasury rate lock agreements”). The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in
accumulated other comprehensive income/(loss) (“AOCI”). Upon the termination of a derivative for which cash flow hedging was being applied, the balance,
which was recorded in AOCI, is amortized to interest expense over the remaining contractual term of the derivative as long as the hedged forecasted transactions
continue to be probable of occurring. Upon the settlement of treasury rate lock agreements, amounts remaining in AOCI are amortized through earnings over the
underlying term of the hedged transaction. Cash payments made to terminate or settle interest rate derivatives are presented in cash flows provided by operating
activities in the accompanying consolidated statements of cash flows, given the nature of the underlying cash flows that the derivative was hedging. See “Note 7 –
Interest Rate Derivatives” for details.
Revenue Recognition
Our primary sources of income are rental income, management and leasing services and gains on sale of real estate.
Rental Income
We lease industrial space to tenants primarily under non-cancelable operating leases that generally contain provisions for minimum base rents plus reimbursement
for certain operating expenses. Total minimum annual lease payments are recognized in rental income on a straight-line basis over the term of the related lease,
regardless of when payments are contractually due, when collectability is probable. Rental revenue recognition commences when the tenant takes possession or
controls the physical use of the leased space. Lease termination fees, which are included in rental income, are recognized when the related leases are canceled and
we have no continuing obligation to provide services to such former tenants.
Our lease agreements with tenants generally contain provisions that require tenants to reimburse us for certain property expenses. Estimated reimbursements from
tenants for these property expenses, which include real estate taxes, insurance, common area maintenance and other recoverable operating expenses, are
recognized as revenues in the period that the expenses are incurred. Subsequent to year-end, we perform final reconciliations on a lease-by-lease basis and bill or
credit each tenant for any cumulative annual adjustments. As the timing and pattern of revenue recognition is the same and as the lease component would be
classified as an operating lease if it were accounted for separately, rents and tenant reimbursements are treated as a combined lease component and presented as a
single line item “Rental income” in our consolidated statements of operations.
We record revenues and expenses on a gross basis for lessor costs (which include real estate taxes) when these costs are reimbursed to us by our tenants.
Conversely, we record revenues and expenses on a net basis for lessor costs when they are paid by our tenants directly to the taxing authorities on our behalf.
F-14
Management and leasing services
We provide property management services and leasing services to related party and third-party property owners, the customer, in exchange for fees and
commissions. Property management services include performing property inspections, monitoring repairs and maintenance, negotiating vendor contracts,
maintaining tenant relations and providing financial and accounting oversight. For these services, we earn monthly management fees, which are based on a fixed
percentage of each managed property’s monthly tenant cash receipts. We have determined that control over the services is passed to the customer simultaneously
as performance occurs. Accordingly, management fee revenue is earned as the services are provided to our customers.
Leasing commissions are earned when we provide leasing services that result in an executed lease with a tenant. We have determined that control over the services
is transferred to the customer upon execution of each lease agreement. We earn leasing commissions based on a fixed percentage of rental income generated for
each executed lease agreement and there is no variable income component.
Gain or Loss on Sale of Real Estate
We account for dispositions of real estate properties, which are considered nonfinancial assets, in accordance with ASC 610-20: Other Income—Gains and Losses
from the Derecognition of Nonfinancial Assets and recognize a gain or loss on sale of real estate upon transferring control of the nonfinancial asset to the
purchaser, which is generally satisfied at the time of sale. If we were to conduct a partial sale of real estate by transferring a controlling interest in a nonfinancial
asset, while retaining a noncontrolling ownership interest, we would measure any noncontrolling interest received or retained at fair value, and recognize a full
gain or loss. If we receive consideration before transferring control of a nonfinancial asset, we recognize a contract liability. If we transfer control of the asset
before consideration is received, we recognize a contract asset.
When leases contain purchase options, we assess the probability that the tenant will execute the purchase option both at lease commencement and at the
time the tenant communicates its intent to exercise the purchase option. If we determine the exercise of the purchase option is reasonably certain, we will account
for the lease as a sales-type lease and derecognize the associated real estate assets on our balance sheet and record a gain or loss on sale of real estate.
Valuation of Operating Lease Receivables
We may be subject to tenant defaults and bankruptcies that could affect the collection of outstanding receivables, including deferred rent receivables
arising from the straight-line recognition of rental income, related to our operating leases. In order to mitigate these risks, we perform credit reviews and analyses
on prospective tenants before significant leases are executed and on existing tenants before properties are acquired. On a quarterly basis, we perform an assessment
of the collectability of operating lease receivables on a tenant-by-tenant basis, which includes reviewing the age and nature of our receivables, the payment history
and financial condition of the tenant, our assessment of the tenant’s ability to meet its lease obligations and the status of negotiations of any disputes with the
tenant. Any changes in the collectability assessment for an operating lease is recognized as an adjustment, which can be a reduction or increase, to rental income in
the consolidated statements of operations. As a result of our quarterly collectability assessments, we recognized $0.4 million as a net increase adjustment to rental
income and $0.5 million and $5.0 million as a net reduction to rental income in the consolidated statements of operations for the years ended December 31, 2022,
2021, and 2020 respectively.
Deferred Leasing Costs
We capitalize the incremental direct costs of originating a lease that would not have been incurred had the lease not been executed. As a result, deferred
leasing costs will generally only include third-party broker commissions.
Debt Issuance Costs
Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a reduction from the carrying value of the debt liability. This offset
against the debt liability is treated similarly to a debt discount, which effectively reduces the proceeds of a borrowing. For line of credit arrangements, we present
debt issuance costs as an asset and amortize the cost over the term of the line of credit arrangement. See “Note 5 – Notes Payable” for details.
Equity Based Compensation
We account for equity-based compensation in accordance with ASC Topic 718: Compensation – Stock Compensation. Total compensation cost for all
share-based awards is based on the estimated fair market value of the equity instrument issued on the grant date. For share-based awards that vest based solely on a
service condition, we recognize compensation cost on a straight-line basis over the total requisite service period for the entire award. For share-based awards that
vest based on a market condition, we recognize compensation cost on a straight-line basis over the requisite service period of each separately vesting
F-15
tranche. For share-based awards that vest based on a performance condition, we recognize compensation cost based on the number of awards that are expected to
vest based on the probable outcome of the performance condition. Compensation cost for these awards will be adjusted to reflect the number of awards that
ultimately vest. Forfeitures are recognized in the period in which they occur. See “Note 13 – Incentive Award Plan” for details.
Equity Offerings
Underwriting commissions and offering costs incurred in connection with common stock offerings and our at-the-market equity offering programs have
been reflected as a reduction of additional paid-in capital. Underwriting commissions and offering costs related to our preferred stock issuances have been
reflected as a direct reduction of the preferred stock balance.
Under relevant accounting guidance, sales of our common stock under forward equity sale agreements (as discussed in “Note 11 – Stockholders’ Equity”)
are not deemed to be liabilities, and furthermore, meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments based on
the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for
our own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to our own stock.
Earnings Per Share
We calculate earnings per share (“EPS”) in accordance with ASC 260: Earnings Per Share (“ASC 260”). Under ASC 260, unvested share-based payment
awards that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the computation of basic EPS pursuant to the two-
class method. The two-class method determines EPS for each class of common stock and participating securities according to dividends declared (or accumulated)
and their respective participation rights in undistributed earnings.
Basic EPS is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common
stock outstanding for the period.
Diluted EPS is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common
stock outstanding determined for the basic EPS computation plus the potential effect of any dilutive securities including shares issuable under forward equity sale
agreements and unvested share-based awards under the treasury stock method. We include unvested shares of restricted stock and unvested LTIP units in the
computation of diluted EPS by using the more dilutive of the two-class method or treasury stock method. We include unvested performance units as contingently
issuable shares in the computation of diluted EPS once the market criteria are met, assuming that the end of the reporting period is the end of the contingency
period. Any anti-dilutive securities are excluded from the diluted EPS calculation. See “Note 14 – Earnings Per Share” for details.
Segment Reporting
Management views the Company as a single reportable segment based on its method of internal reporting in addition to its allocation of capital and
resources.
Leases as a Lessee
We determine if an arrangement is a lease at inception. Operating lease ROU assets are included in “Other assets” and lease liabilities are included in
“Accounts payable, accrued expenses and other liabilities” in our consolidated balance sheets. ROU assets represent our right to use, or control the use of, a
specified asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and
liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Because our leases do not provide an
implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend the lease
when it is reasonably certain that we will exercise that option. Lease expense for lease payments is generally recognized on a straight-line basis over the term of
the lease through the amortization of the ROU assets and lease liabilities. Additionally, for our operating leases, we do not separate non-lease components, such as
common area maintenance, from associated lease components. See “Note 6 – Leases” for additional lessee disclosures required under lease accounting standards.
F-16
Reference Rate Reform
On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on
Financial Reporting (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives
and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of
2020, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Interbank Offered Rate
(“LIBOR”) indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.
As of December 31, 2022, all our derivatives impacted by this guidance have been terminated.
Adoption of New Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –
Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 eliminates two of the three accounting models that require separate
accounting for embedded conversion features in convertible instruments, simplifies the contract assessment for equity classification, requires the use of the if-
converted method for all convertible instruments in diluted EPS calculations and expands disclosure requirements. ASU 2020-06 is effective for fiscal periods
beginning after December 15, 2021, including interim periods within those fiscal years. On January 1, 2022, we adopted ASU 2020-06. The adoption of ASU
2020-06 did not have any impact on our consolidated financial statements or overall EPS calculation. We continue to account for each of our various convertible
instruments as a single equity instrument measured at historical cost as they do not have embedded features requiring bifurcation and separate accounting. See
“Note 12 – Noncontrolling Interests” for additional information related to convertible instruments.
Recent Accounting Pronouncements (Issued and Not Yet Adopted)
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual
Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies that contractual sale restrictions are not considered in measuring the fair value of equity securities, and
requires specific disclosures for all entities with equity securities subject to a contractual sale restriction including (1) the fair value of such equity securities
reflected in the balance sheet, (2) the nature and remaining duration of the corresponding restrictions, and (3) any circumstances that could cause a lapse in the
restrictions. In addition, ASU 2022-03 prohibits an entity from recognizing a contractual sale as a separate unit of account. ASU 2022-03 is effective for fiscal
years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the
potential impact of adopting ASU 2022-03.
F-17
3. Investments in Real Estate
Acquisition Summary
The following table summarizes the wholly-owned properties we acquired during the year ended December 31, 2022:
(2)
(4)
(3)
(2)
Property
444 Quay Avenue
18455 Figueroa Street
24903 Avenue Kearny
19475 Gramercy Place
14005 Live Oak Avenue
13700-13738 Slover Ave
Meggitt Simi Valley
21415-21605 Plummer Street
1501-1545 Rio Vista Avenue
17011-17027 Central Avenue
2843 Benet Road
14243 Bessemer Street
2970 East 50th Street
19900 Plummer Street
Long Beach Business Park
13711 Freeway Drive
6245 Providence Way
7815 Van Nuys Blvd
13535 Larwin Circle
1154 Holt Blvd
900-920 Allen Avenue
1550-1600 Champagne Avenue
10131 Banana Avenue
2020 Central Avenue
14200-14220 Arminta Street
1172 Holt Blvd
1500 Raymond Avenue
2400 Marine Avenue
14434-14527 San Pedro Street
20900 Normandie Avenue
15771 Red Hill Avenue
14350 Arminta Street
29125 Avenue Paine
3935-3949 Heritage Oak Court
620 Anaheim Street
400 Rosecrans Avenue
(4)
(5)
(4)
(2)
(4)
Submarket
Los Angeles - South Bay
Los Angeles - South Bay
Los Angeles - San Fernando Valley
Los Angeles - South Bay
Los Angeles - San Gabriel Valley
San Bernardino - Inland Empire West
Ventura
Los Angeles - San Fernando Valley
Los Angeles - Central
Los Angeles - South Bay
San Diego - North County
Los Angeles - San Fernando Valley
Los Angeles - Central
Los Angeles - San Fernando Valley
Los Angeles - South Bay
Los Angeles - Mid-Counties
San Bernardino - Inland Empire West
Los Angeles - San Fernando Valley
Los Angeles - Mid-Counties
San Bernardino - Inland Empire West
Los Angeles - San Fernando Valley
San Bernardino - Inland Empire West
San Bernardino - Inland Empire West
Los Angeles - South Bay
Los Angeles - San Fernando Valley
San Bernardino - Inland Empire West
Orange County - North
Los Angeles - South Bay
Los Angeles - South Bay
Los Angeles - South Bay
Orange County - Airport
Los Angeles - San Fernando Valley
Los Angeles - San Fernando Valley
Ventura
Los Angeles - South Bay
Los Angeles - South Bay
F-18
Date of
Acquisition
1/14/2022
1/31/2022
2/1/2022
2/2/2022
2/8/2022
2/10/2022
2/24/2022
2/25/2022
3/1/2022
3/9/2022
3/9/2022
3/9/2022
3/9/2022
3/11/2022
3/17/2022
3/18/2022
3/22/2022
4/19/2022
4/21/2022
4/29/2022
5/3/2022
5/6/2022
5/6/2022
5/20/2022
5/25/2022
5/25/2022
6/1/2022
6/2/2022
6/3/2022
6/3/2022
6/9/2022
6/10/2022
6/14/2022
6/22/2022
6/23/2022
7/6/2022
Rentable
Square Feet
29,760
146,765
214,436
47,712
56,510
17,862
285,750
231,769
54,777
52,561
35,000
14,299
48,876
43,472
123,532
82,092
27,636
43,101
56,011
35,033
68,630
124,243
—
30,233
200,003
44,004
—
50,000
118,923
74,038
100,653
18,147
175,897
186,726
34,555
28,006
Number of
Buildings
Contractual
Purchase
(1)
Price
(in thousands)
10,760
64,250
58,463
11,300
25,000
13,209
57,000
42,000
28,000
27,363
12,968
6,594
18,074
15,000
24,000
34,000
9,672
25,000
15,500
14,158
25,000
46,850
26,166
10,800
80,653
17,783
45,000
30,000
49,105
39,980
46,000
8,400
45,000
56,400
17,100
8,500
1 $
2
1
1
1
1
3
2
2
3
1
1
1
1
4
1
1
1
1
1
2
2
—
1
1
1
—
2
1
1
1
1
1
1
1
1
Property
3547-3555 Voyager Street
6996-7044 Bandini Blvd
4325 Etiwanda Avenue
Merge-West
6000-6052 & 6027-6029 Bandini Blvd
3901 Via Oro Avenue
15650 Don Julian Road
15700 Don Julian Road
17000 Gale Avenue
17909 & 17929 Susana Road
2880 Ana Street
920 Pacific Coast Highway
21022 & 21034 Figueroa Street
13301 Main Street
20851 Currier Road
3131 Harcourt Street & 18031 Susana
Road
14400 Figueroa Street
2130-2140 Del Amo Blvd
19145 Gramercy Place
20455 Reeves Avenue
14874 Jurupa Avenue
10660 Mulberry Avenue
755 Trademark Circle
4500 Azusa Canyon Road
7817 Haskell Avenue
(4)
Total 2022 Property Acquisitions
Submarket
Los Angeles - South Bay
Los Angeles - Central
Riverside / San Bernardino - Inland Empire
West
Riverside / San Bernardino - Inland Empire
West
Los Angeles - Central
Los Angeles - South Bay
Los Angeles - San Gabriel Valley
Los Angeles - San Gabriel Valley
Los Angeles - San Gabriel Valley
Los Angeles - South Bay
Los Angeles - South Bay
Los Angeles - South Bay
Los Angeles - South Bay
Los Angeles - South Bay
Los Angeles - San Gabriel Valley
Los Angeles - South Bay
Los Angeles - South Bay
Los Angeles - South Bay
Los Angeles - South Bay
Los Angeles - South Bay
San Bernardino - Inland Empire West
San Bernardino - Inland Empire West
San Bernardino - Inland Empire West
Los Angeles - San Gabriel Valley
Los Angeles - San Fernando Valley
Date of
Acquisition
7/12/2022
7/13/2022
Rentable
Square Feet
60,248
111,515
7/15/2022
124,258
7/18/2022
7/22/2022
8/12/2022
8/12/2022
8/12/2022
8/12/2022
8/17/2022
8/25/2022
9/1/2022
9/7/2022
9/14/2022
10/5/2022
11/15/2022
11/22/2022
12/16/2022
12/16/2022
12/16/2022
12/16/2022
12/16/2022
12/23/2022
12/29/2022
12/29/2022
1,057,419
182,782
53,817
43,392
40,453
29,888
57,376
80,850
148,186
51,185
106,969
59,412
73,000
121,062
99,064
102,143
110,075
158,119
49,530
34,427
77,266
7,327
5,940,775
Number of
Buildings
3
2
1
6
2
1
1
1
1
2
1
1
1
1
1
Contractual
Purchase
(1)
Price
(in thousands)
20,900
40,500
47,500
470,000
91,500
20,000
16,226
15,127
11,176
26,100
34,600
100,000
24,200
51,150
21,800
27,500
49,000
41,900
37,000
48,950
59,250
10,950
10,500
40,000
11,050
2,391,927
2
4
2
1
1
1
1
1
1
1
87 $
(1)
(2)
(3)
(4)
(5)
Represents the gross contractual purchase price before credits, prorations, closing costs and other acquisition related costs. Including $27.7 million of
capitalized closing costs and acquisition related costs, the total aggregate initial investment was $2.42 billion. Each acquisition was funded with available
cash on hand unless otherwise noted.
Represents acquisition of an industrial outdoor storage site.
The acquisition of the Long Beach Business Park was funded through a combination of cash on hand and the issuance of 164,998 3.00% Cumulative
Redeemable Convertible Preferred Units of partnership interest in the Operating Partnership. See “Note 12 – Noncontrolling Interests – Preferred Units –
Series 3 CPOP Units” for additional details.
Represents acquisition of a current or near-term redevelopment site.
On May 25, 2022, we acquired the property located at 14200-14220 Arminta Street for a purchase price of $80.7 million, exclusive of closing costs. The
acquisition was funded through a combination of cash on hand and the issuance of 954,000 common units of limited partnership interests in the Operating
Partnership valued at $56.2 million.
F-19
The following table summarizes the wholly-owned industrial properties we acquired during the year ended December 31, 2021:
Property
(2)
(3)
(4)
(3)
(2)
(2)
(2)(3)
15010 Don Julian Road
5002-5018 Lindsay Court
514 East C Street
17907-18001 Figueroa Street
7817 Woodley Avenue
8888-8892 Balboa Avenue
9920-10020 Pioneer Boulevard
2553 Garfield Avenue
6655 East 26th Street
560 Main Street
4225 Etiwanda Avenue
12118 Bloomfield Avenue
(3)
256 Alondra Boulevard
19007 Reyes Avenue
19431 Santa Fe Avenue
4621 Guasti Road
12838 Saticoy Street
19951 Mariner Avenue
East 12th Street
29120 Commerce Center Drive
20304 Alameda Street
4181 Ruffin Road
12017 Greenstone Avenue
1901 Via Burton
1555 Cucamonga Avenue
(3)
1800 Lomita Boulevard
8210-8240 Haskell Avenue
3100 Lomita Boulevard
2401-2421 Glassell Street
2390-2444 American Way
500 Dupont Avenue
1801 St. Andrew Place
5772 Jurupa Street
2500 Victoria Street
1010 Belmont Street
21515 Western Avenue
12027 Greenstone Avenue
6027 Eastern Avenue
(2)(7)
(2)
(2)
(3)
(2)
(3)
(3)
Submarket
Los Angeles - San Gabriel Valley
San Bernardino - Inland Empire West
Los Angeles - South Bay
Los Angeles - South Bay
Los Angeles - San Fernando Valley
San Diego - Central
Los Angeles - Mid-Counties
Los Angeles - Central
Los Angeles - Central
Orange County - North
San Bernardino - Inland Empire West
Los Angeles - Mid-Counties
Los Angeles - South Bay
Los Angeles - South Bay
Los Angeles - South Bay
San Bernardino - Inland Empire West
Los Angeles - San Fernando Valley
Los Angeles - South Bay
Los Angeles - Central
Los Angeles - San Fernando Valley
Los Angeles - South Bay
San Diego - Central
Los Angeles - Mid-Counties
Orange County - North
San Bernardino - Inland Empire West
Los Angeles - South Bay
Los Angeles - San Fernando Valley
Los Angeles - South Bay
Orange County - North
Orange County - North
San Bernardino - Inland Empire West
Orange County - Airport
San Bernardino - Inland Empire West
Los Angeles - South Bay
San Bernardino - Inland Empire West
Los Angeles - South Bay
Los Angeles - Mid-Counties
Los Angeles - Central
F-20
Date of
Acquisition
1/5/2021
1/11/2021
1/14/2021
1/26/2021
1/27/2021
2/4/2021
2/19/2021
3/19/2021
3/19/2021
3/19/2021
3/23/2021
4/14/2021
4/15/2021
4/23/2021
4/30/2021
5/21/2021
6/15/2021
6/15/2021
6/17/2021
6/22/2021
6/24/2021
7/8/2021
7/16/2021
7/26/2021
8/4/2021
8/6/2021
8/17/2021
8/20/2021
8/25/2021
8/26/2021
8/26/2021
9/10/2021
9/17/2021
9/30/2021
10/1/2021
10/12/2021
10/28/2021
11/16/2021
Rentable
Square Feet
92,925
64,960
3,436
74,810
36,900
86,637
157,669
25,615
47,500
17,000
134,500
63,000
2,456
—
14,793
64,512
100,390
89,272
257,976
135,258
77,758
150,144
—
—
107,023
—
53,248
575,976
191,127
—
276,000
370,374
360,000
—
61,824
56,199
7,780
82,922
Number of
Buildings
Contractual
Purchase
(1)
Price
(in thousands)
22,200
12,650
9,950
20,200
9,963
19,800
23,500
3,900
6,500
2,600
32,250
16,650
11,250
16,350
10,500
13,335
27,250
27,400
93,600
27,052
13,500
35,750
13,500
24,211
21,000
70,000
12,425
202,469
70,025
16,700
58,500
105,300
54,000
232,067
14,500
18,950
8,125
23,250
1 $
1
1
6
1
2
7
1
1
1
1
4
1
—
3
1
1
1
4
1
2
1
1
1
2
—
3
5
4
—
1
1
1
—
1
1
1
1
(5)
(6)
Property
340-344 Bonnie Circle
14100 Vine Place
2280 Ward Avenue
20481 Crescent Bay Drive
334 El Encanto Road
17031-17037 Green Drive
13512 Marlay Avenue
14940 Proctor Road
2800 Casitas Avenue
4240 190th Street
2391-2393 Bateman Avenue
1168 Sherborn Street
3071 Coronado Street
8911 Aviation Blvd
1020 Bixby Drive
(2)
Total 2021 Property Acquisitions
Submarket
San Bernadino - Inland Empire West
Los Angeles - Mid Counties
Ventura - Ventura
Orange County - South
Los Angeles - San Gabriel Valley
Los Angeles - San Gabriel Valley
San Bernadino - Inland Empire West
Los Angeles - San Gabriel Valley
Los Angeles - San Fernando Valley
Los Angeles - South Bay
Los Angeles - San Gabriel Valley
San Bernardino - Inland Empire West
Orange County - North
Los Angeles - South Bay
Los Angeles - San Gabriel Valley
Date of
Acquisition
11/16/2021
11/18/2021
11/30/2021
11/30/2021
12/02/2021
12/10/2021
12/16/2021
12/17/2021
12/22/2021
12/23/2021
12/28/2021
12/29/2021
12/30/2021
12/30/2021
12/31/2021
Rentable
Square Feet
98,000
119,145
242,101
88,355
64,368
51,000
199,363
111,927
117,000
307,487
65,605
79,515
109,908
100,000
56,915
5,650,673
Number of
Buildings
Contractual
Purchase
(1)
Price
(in thousands)
27,000
48,501
46,411
19,500
10,675
13,770
51,000
28,596
43,000
75,300
23,077
23,445
28,000
32,000
16,350
1,887,797
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
80 $
(1)
(2)
(3)
(4)
(5)
(6)
Represents the gross contractual purchase price before credits, prorations, closing costs and other acquisition related costs. Including $17.7 million of
capitalized closing costs and acquisition related costs, the total aggregate initial investment was $1.9 billion. Each acquisition was funded with available
cash on hand unless otherwise noted.
Represents acquisition of a current or near-term redevelopment site.
Represents acquisition of an industrial outdoor storage site.
The acquisition of 7817 Woodley Avenue was funded through a combination of cash on hand and the assumption of $3.2 million of debt. This property is
the remaining asset in the Van Nuys Airport Industrial Center Portfolio that we acquired in December 2020.
In connection with the acquisition of 3100 Lomita Boulevard, we prepaid an existing loan on the property and incurred a $20.4 million prepayment fee at
closing. The acquisition price in the table above reflects this prepayment fee in addition to the $182.0 million contractual purchase price.
In connection with the acquisition of 2500 Victoria Street, we entered into a long-term sale lease-back agreement with the seller/tenant. At the end of the
lease, the tenant will be required to restore the site by removing all above and below ground improvements to prepare the property for subsequent
development by us. The acquisition price in the table above reflects the $217.1 million contractual purchase price plus additional consideration of
$15.0 million, which is payable to the tenant at the end of the lease, subject to the tenant completing its restoration obligations under the lease. The
$15.0 million has been recorded in security deposits in the consolidated balance sheets.
(7)
The acquisition of 21515 Western Avenue was funded through a combination of cash on hand and the assumption of $13.2 million of debt.
F-21
The following table summarizes the fair value of amounts allocated to each major class of asset and liability for the acquisitions noted in the table above,
as of the date of each acquisition (in thousands):
2022
2021
(1)
(2)
(3)
Assets:
Land
Buildings and improvements
Tenant improvements
Acquired lease intangible assets
Right of use asset - ground lease
Other acquired assets
Total assets acquired
Liabilities:
Acquired lease intangible liabilities
Notes payable
Deferred rent liability
Lease liability - ground lease
Other assumed liabilities
Total liabilities assumed
(6)
(2)
(3)
(5)
(4)
Net assets acquired
$
$
$
$
$
1,698,173 $
687,358
9,987
82,539
4,787
558
2,483,402 $
54,085 $
—
4,339
4,787
15,652
78,863 $
2,404,539 $
1,514,933
359,970
37,173
71,919
—
519
1,984,514
76,992
16,512
1,554
—
26,975
122,033
1,862,481
(1) For the 2022 acquisitions, acquired lease intangible assets are comprised of $63.7 million of in-place lease intangibles with a weighted average amortization
period of 5.8 years, $5.9 million of above-market lease intangibles with a weighted average amortization period of 6.9 years and a $13.0 million below-market
ground lease intangible with an amortization period of 78.9 years. For the 2021 acquisitions, acquired lease intangible assets are comprised of $67.8 million of
in-place lease intangibles with a weighted average amortization period of 7.2 years and $4.1 million of above-market lease intangibles with a weighted
average amortization period of 9.0 years.
(2) The ROU asset and lease liability relate to a ground lease that we assumed in March 2022 in connection with the acquisition of 2970 East 50th Street.
(3) Includes other working capital assets acquired and liabilities assumed at the time of acquisition.
(4) Represents below-market lease intangibles with a weighted average amortization period of 8.9 years and 7.5 years, for the 2022 and 2021 acquisitions,
respectively.
(5) In connection with the acquisition of properties, during the year ended December 31, 2021, we assumed two mortgage loans from the sellers. See “Note 5 –
Notes Payable” for details.
(6) In connection with four acquisition transactions in 2022 and one acquisition transaction in 2021, we entered into short-term leaseback agreements with each
seller/tenant where the seller/tenant does not pay any base rent for the lease term or pays below-market rent. The amounts allocated to “Deferred rent
liabilities” in the table above represent the present value of lease payments using prevailing market rental rates, which will be amortized into rental income
over the term of each respective lease.
F-22
Dispositions
The following table summarizes information related to the properties that we sold during the years ended December 31, 2022, 2021, and 2020 (dollars in
thousands).
Property
2022 Dispositions:
28159 Avenue Stanford
2021 Dispositions:
14723-14825.25 Oxnard Street
6760 Central Avenue, Unit B
11529-11547 Tuxford Street
5803 Newton Drive
2670-2674 East Walnut Street and 89-91
San Gabriel Boulevard
Total
2020 Dispositions:
3927 Oceanic Drive
121 West 33rd Street
2700-2722 South Fairview Street
(2)
6750 Central Avenue
Subtotal
1055 Sandhill Avenue Personal Property
Total
Submarket
Date of
Disposition
Rentable
Square Feet
Contractual Sales
Price
(in thousands)
(1)
Gain Recorded
(in thousands)
1/13/2022
79,247 $
16,500 $
8,486
Los Angeles - San Fernando
Valley
Los Angeles - San Fernando
Valley
San Bernardino - Inland Empire
East
Los Angeles - San Fernando
Valley
San Diego - North
Los Angeles - San Fernando
Valley
San Diego - North County
San Diego - South County
Orange County - Airport
San Bernardino - Inland Empire
East
8/13/2020
9/18/2020
9/30/2020
12/31/2020
2/12/2021
77,790 $
19,250 $
3/15/2021
9,943
5/20/2021
9/15/2021
29,730
71,602
11/01/2021
1,530
8,176
18,600
11,700
59,256 $
10,300 $
13,500
20,400
1,300
45,500
1,854
47,354 $
9,906
954
2,750
13,702
6,617
33,929
2,926
7,575
3,268
758
14,527
(910)
13,617
(3)
31,619
220,684 $
54,740 $
76,745
116,575
8,666
256,726
—
256,726 $
(1) Represents the gross contractual sales price before commissions, prorations, credits and other closing costs.
(2) Gain recorded reflects (i) a $3.8 million gain on sale recognized due to lease reclassification from operating lease to sales-type lease, less (ii) approximately
$0.6 million of selling costs/other write-offs related to the disposition.
(3) Represents a $0.9 million loss on disposition of personal property that was originally acquired as part of the acquisition of 1055 Sandhill Avenue and valued at
$2.8 million. The loss is included in the line item “Gains on sale of real estate” in our consolidated statements of operations for the year ended December 31,
2020.
F-23
Real Estate Held for Sale
As of December 31, 2022, we did not have any properties classified as held for sale. As of December 31, 2021, our property located at 28159 Avenue
Stanford in Valencia, California was classified as held for sale.
The following table summarizes the major classes of assets and liabilities associated with real estate property classified as held for sale as of
December 31, 2021 (dollars in thousands).
Land
Building and improvements
Tenant improvements
Real estate held for sale
Accumulated depreciation
Real estate held for sale, net
Other assets associated with real estate held for sale
Total assets associated with real estate held for sale, net
Tenant security deposits
Other liabilities associated with real estate held for sale
Total liabilities associated with real estate held for sale
4. Acquired Lease Intangibles
December 31, 2021
1,849
10,753
1,059
13,661
(6,657)
7,004
209
7,213
177
54
231
$
$
$
$
The following table summarizes our acquisition-related intangible assets, including the value of in-place tenant leases, above-market tenant leases and a
below-market ground lease, and our acquisition-related intangible liabilities, including below-market tenant leases (in thousands):
December 31,
2022
2021
Acquired Lease Intangible Assets:
In-place lease intangibles
Accumulated amortization
In-place lease intangibles, net
Above-market tenant leases
Accumulated amortization
Above-market tenant leases, net
Below-market ground lease
(1)
Accumulated amortization
(1)
Below-market ground lease, net
Acquired lease intangible assets, net
Acquired Lease Intangible Liabilities:
Below-market tenant leases
Accumulated accretion
Below-market tenant leases, net
Acquired lease intangible liabilities, net
$
$
$
$
$
$
$
$
$
$
$
315,842 $
(172,883)
142,959 $
26,851 $
(12,671)
14,180 $
12,977 $
(130) $
12,847 $
169,986 $
(220,646) $
73,262
(147,384) $
(147,384) $
256,902
(135,415)
121,487
21,065
(10,394)
10,671
—
—
—
132,158
(174,686)
47,669
(127,017)
(127,017)
(1)
The below-market lease intangible relates to a ground lease that we assumed in March 2022 in connection with the acquisition of 2970 East 50th Street.
F-24
The following table summarizes the amortization related to our acquired lease intangible assets and liabilities for the reported periods noted below (in
thousands):
In-place lease intangibles
Net below market tenant leases
(3)
Below-market ground leases
(1)
(2)
2022
Year Ended December 31,
2021
2020
$
$
$
42,202 $
(31,339) $
130 $
30,136 $
(15,443) $
— $
22,903
(10,533)
—
(1) The amortization of in-place lease intangibles is recorded to depreciation and amortization expense in the consolidated statements of operations for the periods
presented.
(2) The amortization of net below market tenant leases is recorded as an increase to rental income in the consolidated statements of operations for the periods
presented.
(3) The amortization of the below-market ground lease is recorded as an increase to property expenses in the consolidated statements of operations for the periods
presented.
The following table summarizes the estimated amortization/(accretion) of our acquisition-related intangibles as of December 31, 2022, for the next five
years and thereafter (in thousands):
Year Ending
2023
2024
2025
2026
2027
Thereafter
Total
In-place Leases
(1)
Net Above/(Below)
Market Operating
Leases
(2)
Below Market
(3)
Ground Lease
$
$
38,044 $
25,988
19,430
15,041
10,629
33,827
142,959 $
(27,386) $
(21,398)
(15,519)
(12,568)
(8,104)
(48,229)
(133,204) $
164
164
164
164
164
12,027
12,847
(1) Estimated amounts of amortization will be recorded to depreciation and amortization expense in the consolidated statements of operations.
(2) Estimated amounts of amortization will be recorded as a net increase to rental income in the consolidated statements of operations.
(3) Estimated amounts of amortization will be recorded as an increase to property expenses in the consolidated statements of operations for the periods presented.
F-25
5. Notes Payable
The following table summarizes the components and significant terms of our indebtedness as of December 31, 2022 and 2021 (dollars in thousands):
December 31,
2022
December 31,
2021
Margin Above
SOFR
Interest Rate
(1)
Contractual
Maturity Date
Unsecured and Secured Debt:
(5)
Unsecured Debt:
Revolving Credit Facility
$400M Term Loan
$150M Term Loan Facility
$100M Notes
$300M Term Loan
$125M Notes
$25M Series 2019A Notes
$400M Senior Notes due 2030
$400M Senior Notes due 2031 (green bond)
$75M Series 2019B Notes
Total Unsecured Debt
(7)
(7)
(8)
(7)
(7)
(9)
(7)
Secured Debt:
2601-2641 Manhattan Beach Boulevard
$60M Term Loan
960-970 Knox Street
7612-7642 Woodwind Drive
11600 Los Nietos Road
$60M Term Loan Facility
5160 Richton Street
22895 Eastpark Drive
701-751 Kingshill Place
13943-13955 Balboa Boulevard
2205 126th Street
2410-2420 Santa Fe Avenue
11832-11954 La Cienega Boulevard
(7)
Gilbert/La Palma
7817 Woodley Avenue
2515 Western Avenue
Total Secured Debt
(10)
(12)
(11)
(11)
(7)
(7)
(7)
(7)
Total Unsecured and Secured Debt
Less: Unamortized premium/discount and debt
issuance costs
(13)
Total
$
$
$
$
$
$
$
$
$
$
$
—
400,000
—
100,000
300,000
125,000
25,000
400,000
400,000
75,000
1,825,000
3,832
—
2,307
3,712
2,462
60,000
4,153
2,612
7,100
14,965
5,200
10,300
3,928
1,935
3,009
—
125,515
1,950,515
(14,134)
—
—
150,000
100,000
—
125,000
25,000
400,000
400,000
75,000
1,275,000
3,951
58,108
2,399
3,806
2,626
—
4,272
2,682
7,100
15,320
5,200
10,300
4,002
2,119
3,132
13,104
138,121
1,413,121
(13,556)
1,936,381
$
1,399,565
(2)
(2)
(2)
S+0.725 %
S+0.800 %
n/a
n/a
S+0.800 %
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
S+1.250 %
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
(6)
5.125 % (3)
5.258 %
n/a
4.290 %
3.717 %
3.930 %
3.880 %
2.125 %
2.150 %
4.030 %
4.080 %
n/a
5.000 %
5.240 %
4.190 %
5.708 %
3.790 %
4.330 %
3.900 %
3.930 %
3.910 %
3.700 %
4.260 %
5.125 %
4.140 %
4.500 %
5/26/2026 (4)
(4)
7/19/2024
5/22/2025
8/6/2025
5/26/2027
7/13/2027
7/16/2029
12/1/2030
9/1/2031
7/16/2034
4/5/2023
8/1/2023
11/1/2023
1/5/2024
5/1/2024
10/27/2024
11/15/2024
11/15/2024
1/5/2026
7/1/2027
12/1/2027
1/1/2028
7/1/2028
3/1/2031
8/1/2039
9/1/2042
(1)
Reflects the contractual interest rate under the terms of each loan as of December 31, 2022 and includes the effect of interest rate swaps that were effective
as of December 31, 2022. See footnote (6) below. Excludes the effect of unamortized debt issuance costs and unamortized fair market value premiums and
discounts.
F-26
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
The interest rates on these loans are comprised of daily Secured Overnight Financing Rate (“SOFR”) for the unsecured revolving credit facility and 1-month
term SOFR (“Term SOFR”) for the $300.0 million and $400.0 million unsecured term loans (in each case increased by a 0.10% SOFR adjustment) plus an
applicable margin ranging from 0.725% to 1.400% per annum for the unsecured revolving credit facility and 0.80% to 1.60% per annum for the
$300.0 million and $400.0 million unsecured term loans, depending on our investment grade ratings, leverage ratio and sustainability performance metrics,
which may change from time to time. These loans are also subject to a 0% SOFR floor. In August 2022, our credit ratings were upgraded by two credit
rating agencies and as a result, the applicable margin on the unsecured revolving credit facility was lowered to 0.725% from 0.775% and the applicable
margin on the $300.0 million and $400.0 million unsecured term loans was lowered to 0.80% from 0.85%.
The unsecured revolving credit facility is subject to an applicable facility fee which is calculated as a percentage of the total lenders’ commitment amount,
regardless of usage. The applicable facility fee ranges from 0.125% to 0.300% per annum depending upon our investment grade ratings, leverage ratio and
sustainability performance metrics.
The unsecured revolving credit facility has two six-month extensions and the $400.0 million unsecured term loan has two one-year extensions available at
the borrower’s option, subject to certain terms and conditions.
In May 2022, we repaid in full the outstanding principal balance on this unsecured debt.
As of December 31, 2022, Term SOFR related to $300.0 million of our variable rate debt has been effectively fixed through the use of interest rate swaps.
Including the impact of these interest rate swaps, the hedged effective interest rate on the $300.0 million unsecured term loan is 3.717%. See Note 7 for
details related to our interest rate swaps.
Fixed monthly payments of interest and principal until maturity as follows: 2601-2641 Manhattan Beach Boulevard ($23,138), 960-970 Knox Street
($17,538), 7612-7642 Woodwind Drive ($24,270), 11600 Los Nietos ($22,637), 5160 Richton Street ($23,270), 22895 Eastpark Drive ($15,396), 13943-
13955 Balboa Boulevard ($79,198), 11832-11954 La Cienega Boulevard ($20,194), Gilbert/La Palma ($24,008) and 7817 Woodley Avenue ($20,855).
In October 2022, we repaid in full the outstanding principal balance on this secured debt.
Loan has interest-only payment terms bearing interest at Term SOFR increased by a 0.10% SOFR adjustment plus an applicable margin of 1.25% per
annum. The loan is secured by six properties and has three one-year extensions available at the borrower’s option, subject to certain terms and conditions.
(10) For 701-751 Kingshill Place, fixed monthly payments of interest only through January 2023, followed by fixed monthly payments of interest and principal
($33,488) until maturity.
(11) Fixed monthly payments of interest only.
(12)
In June 2022, we repaid in full the outstanding principal balance on this secured debt and incurred no penalty for the prepayment in advance of its maturity
date of September 1, 2042.
(13) Excludes unamortized debt issuance costs related to our unsecured revolving credit facility, which are presented in the line item “Deferred loan costs, net” in
the consolidated balance sheets.
Contractual Debt Maturities
The following table summarizes the contractual debt maturities and scheduled amortization payments, excluding debt premiums/discounts and debt
issuance costs, as of December 31, 2022, and does not consider extension options available to us as noted in the table above (in thousands):
2023
2024
2025
2026
2027
Thereafter
Total
$
$
7,490
473,403
100,973
7,587
444,078
916,984
1,950,515
F-27
Recent Activity
New $60 Million Term Loan Facility
On October 27, 2022, we entered into a credit agreement for a $60.0 million term loan facility (the “$60 Million Term Loan Facility”) that permits
aggregate borrowings of up to $60.0 million, the total of which we borrowed the same day at closing. The $60 Million Term Loan Facility is secured by six
properties, matures on October 27, 2024, and has three one-year extension options available. Interest on the $60 Million Term Loan Facility is generally to be paid
based upon, at our option, either (i) Term SOFR increased by a 0.10% SOFR adjustment plus a margin of 1.25% per annum, or (ii) the applicable base rate (which
is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate, and (c) the sum of adjusted Term SOFR plus 1.00%)
plus a margin of 0.25% per annum.
On October 27, 2022, we used the proceeds from the $60 Million Term Loan Facility to repay our amortizing $60.0 million term loan in full, which had a
balance of $57.5 million at the time of repayment. We did not incur any prepayment penalties for repaying in advance of the maturity date of August 1, 2023. In
connection with the repayment of the amortizing term loan we wrote off $38 thousand of unamortized debt issuance costs, which is included in “Loss on
extinguishment of debt” in the accompanying consolidated statements of operations.
Credit Agreement
On May 26, 2022, we amended our credit agreement, which was comprised of a $700.0 million unsecured revolving credit facility that was scheduled to
mature on February 13, 2024, by entering into a Fourth Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement initially
provided for (i) a senior unsecured term loan facility that permits aggregate borrowings of up to $300.0 million (the “$300 Million Term Loan”), all of which was
borrowed at closing on May 26, 2022, and (ii) a senior unsecured revolving credit facility (the “Revolver”) in the aggregate principal amount of $1.0 billion. On
July 19, 2022, we exercised the accordion option under the Credit Agreement to add a $400.0 million unsecured term loan (the “$400 Million Term Loan” and
together with the $300 Million Term Loan, the “Term Facility”). Subject to certain terms and conditions set forth in the Credit Agreement, we may request
additional lender commitments and increase the size of the Credit Agreement by an additional $800.0 million, which may be comprised of additional revolving
commitments under the Revolver, an increase to the Term Facility, additional term loan tranches or any combination of the foregoing.
The Revolver is scheduled to mature on May 26, 2026 and has two six-month extension options available. The $400 Million Term Loan is scheduled to
mature on July 19, 2024 and has two one-year extension options available. The $300 Million Term Loan matures on May 26, 2027.
Interest on the Credit Agreement is generally to be paid based upon, at our option, either (i) Term SOFR plus the applicable margin; (ii) daily SOFR
(“Daily Simple SOFR”) plus the applicable margin or (iii) the applicable base rate (which is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the
administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) one percent (1.00%)) plus the applicable margin. Additionally, Term SOFR and Daily
Simple SOFR will be increased by a 0.10% SOFR adjustment. The applicable margin for the Term Facility ranges from 0.80% to 1.60% per annum for SOFR-
based loans and 0.00% to 0.60% per annum for base rate loans, depending on our investment grade ratings. The applicable margin for the Revolver ranges from
0.725% to 1.400% per annum for SOFR-based loans and 0.00% to 0.40% per annum for base rate loans, depending on our investment grade ratings. In addition to
the interest payable on amounts outstanding under the Revolver, we are required to pay an applicable credit facility fee on each lender's commitment amount under
the Revolver, regardless of usage. The applicable credit facility fee ranges from 0.125% to 0.300% per annum, depending on our investment grade ratings. The
interest rate under the Credit Agreement is also subject to a favorable leverage-based adjustment if our ratio of total indebtedness to total asset value is less than
35.0%.
In addition, the Credit Agreement features a sustainability-linked pricing component whereby the applicable margin and applicable credit facility fee can
decrease by 0.04% and 0.01%, respectively, or increase by 0.04% and 0.01%, respectively, if we meet, or do not meet, certain sustainability performance targets, as
applicable.
The Revolver and the Term Facility may be voluntarily prepaid in whole or in part at any time without premium or penalty. Amounts borrowed under the
Term Facility and repaid or prepaid may not be reborrowed.
The Credit Agreement contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in
compliance with the covenants set forth in the Credit Agreement and other loan documentation, cross-defaults to certain other indebtedness, and bankruptcy and
other insolvency defaults. If an event of default occurs and is continuing under the Credit Agreement, the unpaid principal amount of all outstanding loans,
together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
F-28
In connection with the amendment of our credit agreement, we wrote off $0.2 million of unamortized debt issuance costs attributable to one of the
creditors departing the unsecured revolving credit facility. This write-off is included in “Loss on extinguishment of debt” in the accompanying consolidated
statements of operations.
On December 31, 2022, we did not have any borrowings outstanding under the Revolver, leaving $1.0 billion available for future borrowings.
Repayment of $150 Million Term Loan Facility
On May 26, 2022, we used a portion of the borrowing proceeds from the $300 Million Term Loan to repay our $150.0 million unsecured term loan
facility (the “$150 Million Term Loan”) in full. We did not incur any prepayment penalties for repaying in advance of the maturity date of May 22, 2025. In
connection with the repayment of the $150 Million Term Loan, we wrote off $0.7 million of unamortized debt issuance costs, which is included in “Loss on
extinguishment of debt” in the accompanying consolidated statements of operations.
Issuance of $400 Million Notes Due 2031
On August 4, 2021, we completed an underwritten public offering of $400.0 million of 2.150% green Senior Notes due 2031 (the “$400 Million Notes due
2031”). The $400 Million Notes due 2031 were issued to the public at 99.014% of the principal amount, with a coupon rate of 2.150%. Interest on the $400
Million Notes due 2031 is payable semiannually on the first day of March and September in each year, beginning on March 1, 2022, until maturity on
September 1, 2031.
We may redeem the $400 Million Notes due 2031 at our option and sole discretion, in whole at any time or in part from time to time prior to June 1, 2031
(three months prior to the maturity date of the $400 Million Notes due 2031), at a redemption price equal to the greater of (i) 100% of the principal amount of the
$400 Million Notes due 2031 being redeemed; and (ii) a make-whole premium calculated in accordance with the indenture. Notwithstanding the foregoing, on or
after June 1, 2031 (three months prior to the maturity date of the $400 Million Notes due 2031), the redemption price will be equal to 100% of the principal
amount of the $400 Million Notes due 2031 being redeemed.
Repayment of $225 Million Term Loan Facility
On August 9, 2021, we used a portion of the proceeds from the issuance of the $400 Million Notes due 2031 to repay our $225.0 million unsecured term
loan facility in full. We did not incur any prepayment penalties for repaying in advance of the maturity date of January 14, 2023. In connection with the repayment
of this term loan, we wrote off $0.5 million of unamortized debt issuance costs, which is included in “Loss on extinguishment of debt” in the accompanying
consolidated statements of operations.
Assumption of Mortgage Loans
On January 27, 2021, in connection with the acquisition of the property located at 7817 Woodley Avenue, we assumed a mortgage loan secured by this property.
At the date of acquisition, the assumed loan had a principal balance of $3.2 million and a fair value of $3.3 million resulting in an initial net debt premium of $0.1
million. The mortgage loan bears interest at a fixed rate of 4.14% per annum.
On October 12, 2021, in connection with the acquisition of the property located at 2515 Western Avenue, we assumed a mortgage loan secured by this
property. At the date of acquisition, the assumed loan had a principal balance and fair value of $13.2 million. The mortgage loan bears interest at a fixed rate of
4.50% per annum. In June 2022, we repaid in full the outstanding principal balance on this mortgage loan.
Debt Covenants
The Credit Agreement, $60 Million Term Loan Facility, our $100.0 million unsecured guaranteed senior notes (the “$100 Million Notes”), our $125.0 million
unsecured guaranteed senior notes (the “$125 Million Notes”) and our $25 million unsecured guaranteed senior notes and $75 million unsecured guaranteed senior
notes (together the “Series 2019A and 2019B Notes”) all include a series of financial and other covenants that we must comply with, including the following
covenants which are tested on a quarterly basis:
• Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
• For the Credit Agreement and $60 Million Term Loan Facility, maintaining a ratio of secured debt to total asset value of not more than 45%;
• For the $100 Million Notes, $125 Million Notes and Series 2019A and 2019B Notes (together the “Senior Notes”), maintaining a ratio of secured debt to
total asset value of not more than 40%;
• For the Senior Notes, maintaining a ratio of total secured recourse debt to total asset value of not more than 15%;
F-29
• For the Senior Notes, maintaining a minimum tangible net worth of at least the sum of (i) $760,740,750, and (ii) an amount equal to at least 75% of the
net equity proceeds received by the Company after September 30, 2016;
• Maintaining a ratio of adjusted EBITDA (as defined in each of the loan agreements) to fixed charges of at least 1.5 to 1.0;
• For the Credit Agreement and Senior Notes, maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%; and
• For the Credit Agreement and Senior Notes, maintaining a ratio of unencumbered NOI (as defined in each of the loan agreements) to unsecured interest
expense of at least 1.75 to 1.00.
The $400.0 million of 2.125% Senior Notes due 2030 and $400 Million Notes due 2031 contain the following covenants (as defined in the indentures) that we
must comply with:
• Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
• Maintaining a ratio of secured debt to total asset value of not more than 40%;
• Maintaining a Debt Service Coverage Ratio of at least 1.5 to 1.0; and
• Maintaining a ratio of unencumbered assets to unsecured debt of at least 1.5 to 1.0.
The Credit Agreement and Senior Notes also provide that our distributions may not exceed the greater of (i) 95.0% of our funds from operations or (ii) the
amount required for us to qualify and maintain our status as a REIT and avoid the payment of federal or state income or excise tax in any 12-month period.
Subject to the terms of the Credit Agreement, $60 Million Term Loan Facility and Senior Notes, upon certain events of default, including, but not limited to, (i)
a default in the payment of any principal or interest, (ii) a default in the payment of certain of our other indebtedness, (iii) a default in compliance with the
covenants set forth in the debt agreement, and (iv) bankruptcy and other insolvency defaults, the principal and accrued and unpaid interest on the outstanding debt
will become immediately due and payable. In addition, we are required to maintain at all times a credit rating on the Senior Notes from either S&P, Moody’s or
Fitch. Our credit ratings as of December 31, 2022, were BBB+ from S&P, BBB+ from Fitch and Baa2 from Moody’s.
We were in compliance with all of our quarterly and annual debt covenants as of December 31, 2022.
6. Leases
Lessor - Operating Leases
We lease industrial space to tenants primarily under non-cancelable operating leases that generally contain provisions for minimum base rents plus
reimbursement for certain operating expenses. Total minimum lease payments are recognized in rental income on a straight-line basis over the term of the related
lease and estimated reimbursements from tenants for real estate taxes, insurance, common area maintenance and other recoverable operating expenses are
recognized in rental income in the period that the expenses are incurred.
For the year ended December 31, 2022, we recognized $599.2 million of rental income related to operating lease payments of which $491.1 million was for
fixed lease payments and $108.1 million was for variable lease payments. For the year ended December 31, 2021, we recognized $436.3 million of rental income
related to operating lease payments of which $360.2 million was for fixed lease payments and $76.1 million was for variable lease payments. For the year ended
December 31, 2020, we recognized $318.8 million of rental income related to operating lease payments of which $266.1 million was for fixed lease payments and
$52.7 million was for variable lease payments.
F-30
The following table sets forth the undiscounted cash flows for future minimum base rents to be received under operating leases as of December 31, 2022 (in
thousands):
For the year ending December 31,
2023
2024
2025
2026
2027
Thereafter
Total
$
$
513,582
447,083
381,133
305,315
223,512
817,465
2,688,090
The future minimum base rents in the table above excludes tenant reimbursements of operating expenses, amortization of adjustments for deferred rent
receivables and the amortization of above/below-market lease intangibles.
Lessor – Sales-Type Lease
In June 2020, we executed a five-year-year lease for a 58,802 rentable square foot unit at the property located at 2722 Fairview Street (“Fairview”). The
lease contained an option whereby the tenant could purchase the entire 116,757 rentable square foot property at a purchase price of $20.4 million, by executing its
purchase option on or before December 10, 2020.
On September 9, 2020, the tenant exercised its option to purchase Fairview, which resulted in a change in lease classification from an operating lease to a
sales-type lease. As a result of this change in classification, on September 9, 2020, we derecognized the net book value of the property, recorded a sales-type lease
receivable of $20.3 million (measured as the discounted present value of the fixed purchase option price), and recognized a $3.8 million gain on sale due to lease
reclassification. On September 30, 2020, the sale of Fairview closed and we collected the lease receivable and recorded $0.6 million of selling costs/write-offs, for
a total net gain on sale of $3.3 million. The net proceeds from the sale of Fairview are included in net cash provided by operating activities in the consolidated
statements of cash flows.
Lessee
We lease office space as part of conducting our day-to-day business. As of December 31, 2022, our office space leases have remaining lease terms ranging from
approximately two years to five years with options to renew for an additional term of five years each. As of December 31, 2022, we also have two ground leases,
one of which is a lease we assumed in the acquisition of 2970 East 50th Street in March 2022 which has a current remaining lease term of approximately 38 years
and four additional ten-year options to renew. The second ground lease is for a parcel of land that is adjacent to one of our properties and is used as a parking lot.
This ground lease has a current remaining term of approximately one year and two additional ten-year options to renew.
In November 2021, we executed a sublease agreement for one of our leased office spaces as a result of the implementation of a work from home
flexibility program in 2021 based on the success of our virtual working environment during the earlier part of the pandemic. The term of the sublease is for a
period of three years and 9 months (expiring in September 2025) and has an annual lease payment of approximately $0.3 million per year. Upon executing the
sublease agreement, we reviewed the ROU asset and other assets associated with the original office space lease for recoverability and determined that the total
carrying amount of these assets exceeded the undiscounted cash flows generated by the sublease income over the lease term. Accordingly, the carrying value of
these assets were written down to fair value and we recorded a $1.0 million impairment charge for the year ended December 31, 2021, which is included in “Other
expenses” in the accompanying consolidated statements of operations, with a corresponding adjustment to “Other assets” in the consolidated balance sheets as of
December 31, 2021.
As of December 31, 2022, total ROU assets and lease liabilities were approximately $8.5 million and $10.9 million, respectively. As of December 31,
2021, total ROU assets and lease liabilities were approximately $3.5 million and $5.0 million, respectively.
F-31
The tables below present financial and supplemental information associated with our leases.
(in thousands)
(1)
Lease Cost
Operating lease cost
Variable lease cost
Sublease income
Total lease cost
2022
Year Ended December 31,
2021
2020
$
$
1,845 $
113
(268)
1,690 $
1,598 $
63
—
1,661 $
1,354
39
—
1,393
(1) Amounts are included in “General and administrative” and “Property expenses” in the accompanying consolidated statement of operations.
Other Information (in thousands)
Cash paid for amounts included in the measurement of operating lease liabilities
Right-of-use assets obtained in exchange for new operating lease liabilities
$
$
2022
Year Ended December 31,
2021
2020
2,016 $
6,363 $
1,471 $
— $
1,127
3,204
Lease Term and Discount Rate
Weighted-average remaining lease term
Weighted-average discount rate
(2)
(1)
December 31, 2022
December 31, 2021
36.5 years
3.77 %
3.3 years
2.95 %
(1) Includes the impact of extension options that we are reasonably certain to exercise. The weighted average remaining lease term as of December 31, 2022
includes the ground lease we assumed in the acquisition of 2970 East 50th Street in March 2022, which has a remaining lease term of approximately 78 years
(including the four additional ten-year renewal options). Excluding this ground lease, the weighted average remaining lease term as of December 31, 2022, is
3.3 years.
(2) Because the rate implicit in each of our leases was not readily determinable, we used our incremental borrowing rate. In determining our incremental
borrowing rate for each lease, we considered recent rates on secured borrowings, observable risk-free interest rates and credit spreads correlating to our
creditworthiness, the impact of collateralization and the term of each of our lease agreements.
The following table summarizes the maturity of operating lease liabilities under our corporate office leases and ground leases as of December 31, 2022 (in
thousands):
2023
2024
2025
2026
2027
Thereafter
Total undiscounted lease payments
Less imputed interest
Total lease liabilities
$
$
$
2,308
2,297
1,122
681
696
20,051
27,155
(16,266)
10,889
F-32
7. Interest Rate Derivatives
The following table sets forth a summary of the terms and fair value of our interest rate swaps as of December 31, 2022 and 2021 (dollars in thousands).
We record all derivative instruments on a gross basis in the consolidated balance sheets, and accordingly, there are no offsetting amounts that net assets against
liabilities.
Notional Value
(2)
Fair Value of Interest Rate
Derivative Assets/ (Liabilities)
(3)
Derivative
Instrument
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Effective
Date
7/27/2022
7/27/2022
7/22/2019
Maturity Date
5/26/2027
5/26/2027
11/22/2024
Interest
Strike Rate
(1)
December 31,
2022
December 31,
2021
December 31, 2022
December 31,
2021
2.8170 % $
2.8175 % $
2.7625 % $
150,000 $
150,000 $
— $
— $
— $
150,000 $
5,720 $
5,702 $
— $
—
—
(7,482)
(1) As of December 31, 2022, our interest rate swaps were indexed to 1-month SOFR. As of December 31, 2021, our interest rate swap was indexed to 1-month
LIBOR.
(2) Represents the notional value of swaps that are effective as of the balance sheet date presented.
(3) The fair value of derivative assets is included in the line item “Interest rate swap asset” in the accompanying consolidated balance sheets and the fair value of
derivative (liabilities) are included in the line item “Interest rate swap liability” in the accompanying consolidated balance sheets.
Transactions
On July 21, 2022, we executed five interest rate swap transactions with an aggregate notional value of $300.0 million to manage our exposure to changes
in Term SOFR related to a portion of our variable-rate debt. These swaps, which became effective commencing on July 27, 2022 and mature on May 26, 2027,
currently fix Term SOFR at a weighted average rate of 2.81725%. We have designated these interest rate swaps as cash flow hedges.
On May 26, 2022, in conjunction with the repayment of the $150.0 million term loan facility, we paid $0.6 million to terminate the interest rate swap that
was used to hedge the monthly cash flows associated with $150.0 million of LIBOR-based variable-rate debt, and which had an unrealized loss balance of $0.6
million in AOCI at the time of termination. We are amortizing the loss on this transaction from AOCI into interest expense on a straight-line basis over the period
beginning from the termination date of the interest rate swap (May 26, 2022) through the original maturity date of the interest rate swap (November 22, 2024).
On August 11, 2021, in conjunction with the repayment of the $225.0 million term loan facility, we paid $1.3 million to terminate two interest rate swaps
with a combined notional amount of $225.0 million and a maturity date of January 14, 2022 (the “$225 Million Swaps”), that were used to hedge the monthly cash
flows associated $225.0 million of LIBOR-based variable-rate debt, and which had an unrealized loss balance of $1.3 million in AOCI at the time of termination.
We have amortized the loss on this transaction from AOCI into interest expense on a straight-line basis over the period beginning from the termination date of the
$225 Million Swaps (August 9, 2021) through the original maturity date of the $225 Million Swaps (January 14, 2022).
On July 13, 2021, we executed three 10-year treasury rate lock agreements with a combined notional amount of $150.0 million at a weighted average
fixed interest rate of 1.38179% (the “T-Locks”), intended to designate as a cash flow hedge against changes in interest rates on anticipated future fixed-rate
unsecured borrowings. On August 9, 2021, we settled the T-Locks in connection with the issuance of the $400 Million Notes due 2031 for a payment of $2.8
million, which is included in the balance of AOCI and is being amortized into interest expense on a straight-line basis over the 10-year term of the hedged
transaction.
F-33
Our interest rate swaps are designated and qualify as cash flow hedges. We do not use derivatives for trading or speculative purposes. The change in fair
value of derivatives designated and qualifying as cash flow hedges is initially recorded in AOCI and is subsequently reclassified from AOCI into earnings in the
period that the hedged forecasted transactions affect earnings. The following table sets forth the impact of our interest rate swaps on our financial statements for
the periods presented (in thousands):
Interest Rate Swaps in Cash Flow Hedging Relationships:
Amount of gain (loss) recognized in AOCI on derivatives
Amount of loss reclassified from AOCI into earnings as “Interest expense”
Total interest expense presented in the Consolidated Statement of Operations in
which the effects of cash flow hedges are recorded (line item “Interest expense”)
(1)
$
$
$
2022
Year Ended December 31,
2021
2020
17,227 $
(1,619) $
263 $
(8,070) $
48,496 $
40,139 $
(17,212)
(6,332)
30,849
(1) Includes amounts that are being amortized from AOCI into interest expense on a straight-line basis related to (i) the T-Locks that were settled in August 2021,
(ii) the interest the interest rate swaps that were terminated in November 2020 and August 2021 and for which amounts have been fully reclassified into
interest expense as of the original maturity date of each interest rate swap, which was in August 2021 and January 2022, respectively, and (iii) the interest rate
swap that was terminated in May 2022, as discussed above.
As of December 31, 2022, we estimate that approximately $5.3 million of net unrealized gains will be reclassified from AOCI into earnings as a net
decrease to interest expense over the next twelve months.
Credit-risk-related Contingent Features
Certain of our agreements with our derivative counterparties contain a provision where if we default on any of our indebtedness, including default where
repayment of the indebtedness has not been accelerated by the lender within a specified time period, then we could also be declared in default on its derivative
obligations.
Certain of our agreements with our derivative counterparties contain provisions where if a merger or acquisition occurs that materially changes our
creditworthiness in an adverse manner, we may be required to fully collateralize our obligations under the derivative instrument.
8. Fair Value Measurements
ASC Topic 820: Fair Value Measurements and Disclosure (“ASC 820”) defines fair value and establishes a framework for measuring fair value. ASC 820
emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based
on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value
measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources
independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about
market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2
inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include
quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as
interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are
typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement
is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based
on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the
fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
F-34
Recurring Measurements – Interest Rate Swaps
We use interest rate swap agreements to manage our interest rate risk. The valuation of these instruments is determined using widely accepted valuation
techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives,
including the period to maturity, and uses observable market-based inputs, including interest rate curves.
To comply with the provisions of ASC 820, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and
the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of
nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and
guarantees.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit
valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by
ourselves and our counterparties. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our
derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, we have
determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
The table below sets forth the estimated fair value of our interest rate swaps as of December 31, 2022 and 2021, which we measure on a recurring basis by
level within the fair value hierarchy (in thousands).
December 31, 2022
Interest Rate Swap Asset
December 31, 2021
Interest Rate Swap Liability
Total Fair Value
$
$
11,422 $
(7,482) $
Financial Instruments Disclosed at Fair Value
Fair Value Measurement Using
Quoted Price in Active
Markets for Identical
Assets and Liabilities
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
— $
— $
11,422 $
(7,482) $
—
—
The carrying amounts of cash and cash equivalents, rents and other receivables, other assets, accounts payable, accrued expenses and other liabilities, and tenant
security deposits approximate fair value because of their short-term nature.
The fair value of our notes payable was estimated by calculating the present value of principal and interest payments, using discount rates that best reflect
current market rates for financings with similar characteristics and credit quality, and assuming each loan is outstanding through its respective contractual maturity
date.
The table below sets forth the carrying value and the estimated fair value of our notes payable as of December 31, 2022 and 2021 (in thousands).
Liabilities
Notes Payable at:
December 31, 2022
December 31, 2021
Total Fair Value
$
$
1,740,745 $
1,404,680 $
Fair Value Measurement Using
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
— $
— $
—
—
$
$
1,740,745
1,404,680
$
$
1,936,381
1,399,565
F-35
9. Related Party Transactions
Howard Schwimmer
We engage in transactions with Howard Schwimmer, our Co-Chief Executive Officer, earning management fees and leasing commissions from entities
controlled individually by Mr. Schwimmer. Fees and commissions earned from these entities are included in “Management and leasing services” in the
consolidated statements of operations. We recorded $0.6 million, $0.5 million and $0.4 million during the years ended December 31, 2022, 2021 and 2020,
respectively, in management and leasing services revenue.
10. Commitments and Contingencies
Legal
From time to time, we are party to various lawsuits, claims and legal proceedings that arise in the ordinary course of business. We are not currently a party
to any legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition or results of
operations.
Environmental
We generally will perform environmental site assessments at properties we are considering acquiring. After the acquisition of such properties, we
continue to monitor the properties for the presence of hazardous or toxic substances. From time to time, we acquire properties with known adverse environmental
conditions. If at the time of acquisition, losses associated with environmental remediation obligations are probable and can be reasonably estimated, we record a
liability.
As of December 31, 2022, we are not aware of any environmental liabilities that would have a material impact on our consolidated financial condition,
results of operations or cash flows. However, we cannot be sure that we have identified all environmental liabilities at our properties, that all necessary remediation
actions have been or will be undertaken at our properties or that we will be indemnified, in full or at all, in the event that such environmental liabilities arise.
Furthermore, we cannot assure you that future changes to environmental laws or regulations and their application will not give rise to loss contingencies for future
environmental remediation.
Tenant and Construction Related Commitments
As of December 31, 2022, we had commitments of approximately $114.2 million for tenant improvement and construction work under the terms of leases
with certain of our tenants and contractual agreements with our construction vendors.
Concentrations of Credit Risk
We have deposited cash with financial institutions that are insured by the Federal Deposit Insurance Corporation up to $250,000 per institution. Although
we have deposits at institutions in excess of federally insured limits as of December 31, 2022, we do not believe we are exposed to significant credit risk due to the
financial position of the institutions in which those deposits are held.
Concentration of Properties in Southern California
As of December 31, 2022, all of our properties are located in the Southern California, which may expose us to risks associated with the economic,
regulatory and social factors affecting the markets in which we operate.
Tenant Concentration
During the year ended December 31, 2022, no single tenant accounted for more than 5% of our total consolidated rental income.
F-36
11. Stockholders’ Equity
Preferred Stock
As of December 31, 2022 and 2021, we had the following series of Cumulative Preferred Shares (“Preferred Stock”) outstanding (dollars in thousands):
Series
Series B
Series C
Total Preferred Shares
Earliest Redemption
Date
November 13, 2022
September 20, 2024
Dividend Rate
5.875 %
5.625 %
December 31, 2022
December 31, 2021
Shares
Outstanding
Liquidation
Preference
Shares
Outstanding
Liquidation
Preference
3,000,000 $
3,450,000
6,450,000 $
75,000
86,250
161,250
3,000,000 $
3,450,000
6,450,000 $
75,000
86,250
161,250
Dividends on our Preferred Stock are cumulative and payable quarterly in arrears on or about the last day of March, June, September and December of
each year. Our Preferred Stock has no stated maturity dates and is not subject to mandatory redemption or any sinking funds. The holders of our Preferred Stock
rank senior to the holders of our common stock with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding up of its affairs.
The holders of our Preferred Stock generally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly dividend
periods (whether or not consecutive). Upon the occurrence of a specified change of control transaction, we may, at our option, redeem each series of Preferred
Stock in whole or in part within 120 days after the change of control occurred, by paying $25.00 per share in cash, plus any accrued and unpaid distributions
through the date of redemption. If we do not exercise our right to redeem the Preferred Stock, upon the occurrence of a specified change of control transaction, the
holders of our Preferred Stock have the right to convert some or all of their shares into a number of the Company’s common shares equivalent to $25.00 plus
accrued and unpaid dividends, divided by the average closing price per share of the Company’s common stock for the 10 trading days preceding the date of the
change of control, but not to exceed a certain capped number of shares of common stock per share of Preferred Stock, subject to certain adjustments.
Redemption of Series A Preferred Stock
On August 16, 2021 (the “Redemption Date”), we redeemed all 3,600,000 shares of our 5.875% Series A Cumulative Redeemable Preferred Stock
(“Series A Preferred Stock”). The redemption price for the Series A Preferred Stock was equal to $25.00 per share, plus all accrued and unpaid dividends on such
shares up to but not including the Redemption Date, in an amount equal to $0.183594 per share, for a total payment of $25.183594 per share, or $90.7 million. In
connection with the redemption of the Series A Preferred Stock on August 16, 2021, we incurred an associated non-cash charge of $3.3 million as a reduction to
net income available to common stockholders for the related original issuance costs.
Common Stock
ATM Programs
On May 27, 2022, we established an at-the-market equity offering program (“ATM program”) pursuant to which we are able to sell from time to time
shares of our common stock having an aggregate sales price of up to $1.0 billion (the “Current 2022 ATM Program”). The Current 2022 ATM Program replaces
our previous $750.0 million ATM program, which was established on January 13, 2022, under which we had sold shares of our common stock having an aggregate
gross sales price of $697.5 million through May 27, 2022. In addition, we previously established a $750.0 million ATM program on November 9, 2020, under
which we had sold shares of our common stock having an aggregate gross sales price of $743.9 million through January 13, 2022, and a $550.0 million ATM
program on June 13, 2019, under which we had sold shares of our common stock having an aggregate gross sales price of $296.5 million through November 9,
2020.
In connection with the ATM programs established since 2020, we may sell shares of our common stock directly through sales agents or we may enter into
forward equity sale agreements with certain financial institutions acting as forward purchasers whereby, at our discretion, the forward purchasers may borrow and
sell shares of our common stock under our ATM programs. The use of a forward equity sale agreement allows us to lock in a share price on the sale of shares of
our common stock at the time the agreement is executed but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares
until a later date. Additionally, the forward price that we expect to receive upon physical settlement of an agreement will be subject to adjustment for (i) a floating
interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends during the term of
the agreement.
F-37
During the year ended December 31, 2022, we did not sell any shares of common stock directly through sales agents under our ATM programs. During
the year ended December 31, 2021, we directly sold a total of 3,201,560 shares of our common stock under our ATM programs at a weighted average price of
$52.27 per share, for gross proceeds of $167.3 million, and net proceeds of $165.2 million, after deducting the sales agents’ fees. During the year ended December
31, 2020, we directly sold a total of 3,165,661 shares of our common stock under our ATM programs, at a weighted average price of $39.96 per share, for gross
proceeds of $126.5 million, and net proceeds of $124.7 million, after deducting the sales agents’ fee.
During the year ended December 31, 2022, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers
under our ATM programs with respect to 23,519,219 shares of common stock at a weighted average initial forward price of $64.29 per share. During the year
ended December 31, 2021, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers under our ATM
programs with respect to 8,589,572 shares of our common stock at a weighted average initial forward price of $62.87 per share. We did not receive any proceeds
from the sale of common shares by the forward purchasers at the time we entered into forward equity sale agreements. During the year ended December 31, 2020,
we did not enter into any forward equity sale agreements under our ATM programs.
During the year ended December 31, 2022, we physically settled a portion of the 2022 forward equity sale agreements and the outstanding forward equity
sale agreement from 2021 by issuing 24,788,691 shares of our common stock for net proceeds of $1.6 billion, based on a weighted average forward price of $65.02
per share at settlement. During the year ended December 31, 2021, we physically settled a portion of the 2021 forward equity sale agreements by issuing 6,683,216
shares of common stock in exchange for net proceeds of $405.3 million, based on a weighted average forward price of $60.65 per share at settlement.
As of December 31, 2022, we had 636,884 shares of common stock, or approximately $35.0 million of forward net proceeds remaining for settlement to
occur before the fourth quarter of 2023, based on forward sales of $55.00 per share.
As of December 31, 2022, approximately $165.4 million of common stock remains available to be sold under the Current 2022 ATM Program. Future
sales, if any, will depend on a variety of factors, including among others, market conditions, the trading price of our common stock, determinations by us of the
appropriate sources of funding for us and potential uses of funding available to us.
2022 Forward Equity Offering
During the fourth quarter of 2022, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in
connection with an underwritten public offering of 11,846,425 shares of common stock, including 346,425 shares related to the partial exercise of the underwriters’
option to purchase additional shares, at an initial forward price of $55.74 per share (the “2022 Forward Offering Sale Agreements”), pursuant to which, the
forward purchasers borrowed and sold an aggregate of 11,846,425 shares of common stock in the offering. We did not receive any proceeds from the sale of
common shares by the forward purchasers at the time of the offering.
In December 2022, we partially settled the 2022 Forward Offering Sale Agreements by issuing 3,554,704 shares of common stock for net proceeds of
$198.7 million, based on a weighted average forward price of $55.90 per share at settlement.
As of December 31, 2022, we had 8,291,721 shares of common stock, or approximately $461.4 million of forward net proceeds remaining for settlement
to occur by May 2024, based on a forward price of $55.65 per share.
May 2021 Forward Equity Offering
On May 24, 2021, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an
underwritten public offering of 9,000,000 shares of common stock at an initial forward price of $55.29 per share (the “May 2021 Forward Sale Agreements”),
pursuant to which, the forward purchasers borrowed and sold an aggregate of 9,000,000 shares of common stock in the offering. We did not receive any proceeds
from the sale of common shares by the forward purchasers at the time of the offering.
In June 2021, we partially settled the May 2021 Forward Sale Agreements by issuing 1,809,526 shares of common stock for net proceeds of $100.0
million, based on a weighted average forward price of $55.26 per share at settlement.
In September 2021, we settled the remaining shares under the May 2021 Forward Sale Agreements by issuing 7,190,474 shares of common stock for net
proceeds of $395.0 million, based on a weighted average forward price of $54.93 per share at settlement.
F-38
September 2021 Offering
In September 2021, we completed an underwritten public offering of 9,600,000 shares of common stock in which we (i) issued an aggregate of 3,100,000
shares of common stock to the underwriters at a purchase price of $58.65 per share for proceeds of $181.8 million, and (ii) entered into forward equity sale
agreements with certain financial institutions acting as forward purchasers for 6,500,000 shares of common stock at an initial forward price of $58.65 per share
(the “September 2021 Forward Sale Agreements”), pursuant to which the forward purchasers borrowed and sold an aggregate of 6,500,000 shares of common
stock in the offering. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time of the offering.
In December 2021, we fully settled the September 2021 Forward Sale Agreements by issuing 6,500,000 shares of common stock for net proceeds of
$379.1 million, based on a forward price of $58.32 per share at settlement.
2020 Offerings
During the second quarter of 2020, we completed an underwritten public offering of 7,187,500 shares of our common stock, including the underwriters’
exercise in full of their option to purchase 937,500 shares of our common stock, at a price to the underwriters of $39.67 per share, for net proceeds of
approximately $285.0 million after deducting offering costs. We contributed the net proceeds of the offering to our Operating Partnership in exchange for
7,187,500 common units of partnership interests in the Operating Partnership.
In December 2020, we completed an underwritten public offering of 6,900,000 shares of our common stock, including the underwriters’ exercise in full of
their option to purchase 900,000 shares of our common stock, at a price to the underwriters of $47.15 per share, for net proceeds of approximately $325.0 million,
after deducting offering costs. We contributed the net proceeds of the offering to our Operating Partnership in exchange for 6,900,000 common units of partnership
interests in the Operating Partnership.
Changes in Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in our AOCI balance for the years ended December 31, 2022 and 2021, which consists solely of adjustments
related to our cash flow hedges:
Accumulated other comprehensive loss - beginning balance
Other comprehensive income before reclassifications
Amounts reclassified from accumulated other comprehensive loss to interest expense
(1)
Net current period other comprehensive income
Less: other comprehensive income attributable to noncontrolling interests
Other comprehensive income attributable to common stockholders
Accumulated other comprehensive income (loss) - ending balance
$
$
Year Ended December 31,
2022
2021
(9,874)
17,227
1,619
18,846
(725)
18,121
8,247
$
$
(17,709)
263
8,070
8,333
(498)
7,835
(9,874)
(1) Amounts include $0.3 million and $2.2 million reclassifications from AOCI into interest expense for the years ended December 31, 2022 and 2021,
respectively, related to terminated swaps. See “Note 7 – Interest Rate Derivatives” for additional information.
Dividends
Earnings and profits, which determine the taxability of dividends to stockholders, may differ from income reported for financial reporting purposes due to
the differences for federal income tax purposes in the treatment of loss on extinguishment of debt, revenue recognition and compensation expense and in the basis
of depreciable assets and estimated useful lives used to compute depreciation expense.
F-39
The following tables summarize the tax treatment of common stock dividends and preferred stock dividends per share for federal income tax purposes for
the years ended December 31, 2022, 2021 and 2020:
Ordinary Income
Total
Ordinary Income
Total
$
$
$
$
2022
1.203386
1.203386
2022
—
—
2022
Common Stock
Year Ended December 31,
2021
2020
100.00 % $
100.00 % $
1.049243
1.049243
100.00 % $
100.00 % $
0.834238
0.834238
100.00 %
100.00 %
Series A Preferred Stock
Year Ended December 31,
2021
2020
— % $
— % $
0.917970
0.917970
100.00 % $
100.00 % $
1.468752
1.468752
100.00 %
100.00 %
Series B Preferred Stock
Year Ended December 31,
2021
2020
Ordinary Income
Total
$
$
1.468752
1.468752
100.00 % $
100.00 % $
1.468752
1.468752
100.00 % $
100.00 % $
1.468752
1.468752
100.00 %
100.00 %
Ordinary Income
Total
$
$
1.406252
1.406252
100.00 % $
100.00 % $
1.406252
1.406252
100.00 % $
100.00 % $
1.406252
1.406252
100.00 %
100.00 %
2022
Series C Preferred Stock
Year Ended December 31,
2021
2020
12. Noncontrolling Interests
Noncontrolling interests relate to interests in the Operating Partnership, represented by common units of partnership interests in the Operating Partnership
(“OP Units”), fully-vested LTIP units, fully-vested performance units, Series 1 CPOP Units, Series 2 CPOP Units and Series 3 CPOP Units, and the private REIT
units, as described below, that are not owned by us.
Operating Partnership Units
As of December 31, 2022, noncontrolling interests included 5,821,146 OP Units, 763,762 fully-vested LTIP units and 976,352 fully-vested performance
units which represented approximately 3.8% of our Operating Partnership. OP Units and shares of our common stock have essentially the same economic
characteristics, as they share equally in the total net income or loss distributions of our Operating Partnership. Investors who own OP Units have the right to cause
our Operating Partnership to redeem any or all of their units in our Operating Partnership for an amount of cash per unit equal to the then current market value of
one share of common stock, or, at our election, shares of our common stock on a one-for-one basis. See “Note 13 – Incentive Award Plan” for a description of
LTIP units and Performance Units.
Activity
On May 25, 2022, we acquired the property located at 14200-14220 Arminta Street for a purchase price of $80.7 million. As partial consideration for the
property, we issued the seller 954,000 OP Units valued at $56.2 million.
On March 5, 2020, we acquired ten industrial properties and on June 19, 2020, we acquired one additional property, from a group of sellers that were not
affiliated with the Company for an aggregate purchase price of $214.2 million. As partial consideration for the acquisition of these properties, we issued the sellers
1,406,170 OP Units, valued at $67.5 million.
On November 17, 2020, we acquired the property located at 13943-13955 Balboa Boulevard for a purchase price of $45.3 million. As partial
consideration for the property, we issued the seller 592,186 OP Units valued at $27.8 million.
On December 31, 2020, we acquired a portfolio of four properties for an aggregate purchase price of $84.0 million. As consideration for the portfolio, we
issued the seller 1,800,000 OP Units.
F-40
During the years ended December 31, 2022, 2021 and 2020, we redeemed 167,286, 521,199 and 296,313 OP Units, respectively, in exchange for issuing
to the holders of the OP Units an equal number of shares of our common stock, resulting in the reclassification of $6.2 million, $17.5 million, and $7.7 million,
respectively, from noncontrolling interests to total stockholders’ equity.
Preferred Units
Series 3 CPOP Units
On March 17, 2022, we acquired an industrial business park located in Long Beach, California for a contractual purchase price of approximately
$24.0 million. In consideration for the property, we (i) paid approximately $12.0 million in cash and (ii) issued the seller 164,998 newly issued 3.00% cumulative
redeemable convertible preferred units of partnership interest in the Operating Partnership (“Series 3 CPOP Units”), valued at $12.0 million.
Holders of Series 3 CPOP Units, when and as authorized by the Company as general partner of the Operating Partnership, are entitled to cumulative cash
distributions at the rate of 3.00% per annum of the $72.73 per unit liquidation preference, payable quarterly in arrears on or about the last day of March, June,
September and December of each year, beginning on March 31, 2022. The holders of Series 3 CPOP Units are entitled to receive the liquidation preference, which
is $72.73 per unit or approximately $12.0 million in the aggregate for all of the Series 3 CPOP Units, before the holders of OP Units in the event of any voluntary
or involuntary liquidation, dissolution or winding-up of the affairs of the Operating Partnership.
Series 2 CPOP Units
On March 5, 2020, as partial consideration for the acquisition of the Properties, we issued the Sellers 906,374 newly issued 4.00% cumulative redeemable
convertible preferred units of partnership interest in the Operating Partnership (the “Series 2 CPOP Units”), valued at $40.8 million.
Holders of Series 2 CPOP Units, when and as authorized by the Company as general partner of the Operating Partnership, are entitled to cumulative cash
distributions at the rate of 4.00% per annum of the $45.00 per unit liquidation preference, payable quarterly in arrears on or about the last day of March, June,
September and December of each year, beginning on March 31, 2020. The holders of Series 2 CPOP Units are entitled to receive the liquidation preference, which
is $45.00 per unit or approximately $40.8 million in the aggregate for all of the Series 2 CPOP Units, before the holders of OP Units are entitled to receive
distributions in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Operating Partnership.
Series 1 CPOP Units
As of December 31, 2022, we also have 593,960 4.43937% cumulative redeemable convertible preferred units of partnership interest in the Operating
Partnership (“Series 1 CPOP Units”) outstanding.
Holders of Series 1 CPOP Units, when and as authorized by the Company as general partner of the Operating Partnership, are entitled to cumulative cash
distributions at the rate of 4.43937% per annum of the $45.50952 per unit liquidation preference, payable quarterly in arrears on or about the last day of March,
June, September and December of each year, beginning on June 28, 2019. The holders of Series 1 CPOP Units are entitled to receive the liquidation preference,
which is $45.50952 per unit or approximately $27.0 million in the aggregate for all of the Series 1 CPOP Units, before the holders of OP Units in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Operating Partnership.
Features of Series 1, Series 2 and Series 3 CPOP Units
The Series 1 CPOP Units, Series 2 CPOP Units and the Series 3 CPOP Units (together, the “CPOP Units”) are convertible (i) at the option of the holder
anytime from time to time (the “Holder Conversion Right”), or (ii) at the option of the Operating Partnership, at any time on or after April 10, 2024 for the Series 1
CPOP Unit, at any time on or after March 5, 2025 for the Series 2 CPOP Unit, and at any time on or after March 17, 2027 for the Series 3 CPOP Unit (the
“Company Conversion Right”), in each case, into OP Units on a one-for-one basis per Series 1 CPOP Unit, into 0.7722 OP Unit per Series 2 CPOP Unit and into
OP Units on a one-for-one basis per Series 3 CPOP Unit. As noted above, investors who own OP Units have the right to cause our Operating Partnership to redeem
any or all of their units in our Operating Partnership for an amount of cash per unit equal to the then current market value of one share of common stock, or, at our
election, shares of our common stock on a one-for-one basis (the “Subsequent Redemption Right”).
F-41
The CPOP Units rank senior to the Operating Partnership’s OP Units, on parity with the Operating Partnership’s 5.875% series B cumulative redeemable
preferred units and 5.625% series C cumulative redeemable preferred units and with any future class or series of partnership interest of the Operating Partnership
expressly designated as ranking on parity with the CPOP Units, and junior to any other class or series of partnership interest of the Operating Partnership expressly
designated as ranking senior to the CPOP Units.
Pursuant to relevant accounting guidance, we analyzed the CPOP Units for any embedded derivatives that should be bifurcated and accounted for separately and
also considered the conditions that would require classification of the CPOP Units in temporary equity versus permanent equity. In carrying out our analyses, we
evaluated the key features of the CPOP Units including the right to discretionary distributions, the Holder Conversion Right, the Company Conversion Right and
the Subsequent Redemption Right to determine whether we control the actions or events necessary to issue the maximum number of shares that could be required
to be delivered under the share settlement if the CPOP Units are converted into shares of our common stock (subsequent to conversion into OP Units). Based on
the results of our analyses, we concluded that (i) none of the embedded features of the CPOP Units require bifurcation and separate accounting, and (ii) the CPOP
Units met the criteria to be classified within equity, and accordingly are presented as noncontrolling interests within permanent equity in the consolidated balance
sheets.
Private REIT Preferred Units
On July 18, 2022, we acquired the Merge-West properties through the purchase of a private REIT. The private REIT has 122 units of 12% cumulative
redeemable non-voting preferred units (the “private REIT units”) outstanding that are held by unaffiliated third parties. Pursuant to the REIT purchase agreement
and corresponding tax indemnification agreement, we have the obligation to maintain the REIT through February 3, 2023, which would prevent us from redeeming
the private REIT units until that time. Upon redemption, the private REIT units have a redemption price equal to $1,000 per unit, or an aggregate price of
$122,000, plus any distributions thereon that have accrued but have not been paid at the time of such redemption (the “liquidation preference”), plus a redemption
premium of $100 per unit if redeemed on or before December 31, 2024. The private REIT units have been classified as noncontrolling interests in our consolidated
balance sheets and have a balance equal to the liquidation preference.
13. Incentive Award Plan
Second Amended and Restated 2013 Incentive Award Plan
We maintain one share-based incentive plan, the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013
Incentive Award Plan (the “Plan”), pursuant to which, we may make grants of restricted stock, LTIP units of partnership interest in our Operating Partnership
(“LTIP units”), performance units in our Operating Partnership (“Performance Units”), dividend equivalents and other stock based and cash awards to our non-
employee directors, employees and consultants.
The Plan is administered by our board of directors with respect to awards to non-employee directors and by our compensation committee with respect to
other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (collectively the “plan administrator”),
subject to certain limitations. The plan administrator sets the terms and conditions of all awards under the Plan, including any vesting and vesting acceleration
conditions.
As of December 31, 2022, a total of 1,661,609 shares of common stock, LTIP units, Performance Units and other stock based awards remain available for
issuance under the Plan. Shares and units granted under the Plan may be authorized but unissued shares or units, or, if authorized by the board of directors, shares
purchased in the open market. If an award under the Plan is forfeited, expires, or is settled for cash, any shares or units subject to such award will generally be
available for future awards.
LTIP Units and Performance Units
LTIP units and Performance Units are each a class of limited partnership units in the Operating Partnership. Initially, LTIP units and Performance Units do
not have full parity with OP Units with respect to liquidating distributions. However, upon the occurrence of certain events more fully described in the Operating
Partnership’s partnership agreement (“book-up events”), the LTIP units and Performance Units can over time achieve full parity with OP Units for all purposes. If
such parity is reached, vested LTIP units and vested Performance Units may be converted into an equal number of OP Units, and, upon conversion, enjoy all rights
of OP Units. Performance Units that have not vested receive a quarterly per-unit distribution equal to 10% of the per-unit distribution paid on OP Units. Vested
Performance Units and LTIP units, whether vested or not, receive the same quarterly per-unit distributions as OP Units, which equal the per-share distributions on
shares of our common stock.
F-42
The compensation committee grants awards to the Company’s named executive officers (the “NEOs”) on an annual basis in the form of LTIP units and
Performance units, typically towards the end of each year. In 2022, 2021 and 2020, the compensation committee granted the NEOs a combined 167,221, 93,030,
and 121,112 LTIP units that are subject to time-based vesting conditions (each an annual “LTIP Award”) and a combined 673,188, 366,004, and 476,915
Performance Units that are partially subject to market-based vesting conditions and partially subject to performance-based vesting conditions (each an annual
“Performance Award”).
2022, 2021 and 2020 LTIP Unit Awards
Each of the 2022, 2021 and 2020 LTIP Awards are scheduled to vest one-third in equal installments on each of the first, second and third anniversaries of the
grant date. Each award is subject to each executive’s continued employment through the applicable vesting date, and subject to earlier vesting upon certain
termination of employment or a change in control event, as described in the award agreements. Compensation expense is recognized using the accelerated expense
attribution method, with each vesting tranche valued as a separate award. The total grant date fair value of each annual LTIP award is based on the Company’s
most recent closing stock price preceding the grant and the application of a discount for post-vesting restrictions and uncertainty regarding the occurrence and
timing of book-up events. The following table summarizes these fair valuation assumptions and the grant date fair value of each annual LTIP award:
Valuation date
Closing share price of common stock
Discount for post-vesting restrictions and book-up events
Grant date fair value (in thousands)
$
$
2022 LTIP Award
2021 LTIP Award
2020 LTIP Award
November 8, 2022
December 23, 2021
December 22, 2020
53.94
7.4 %
8,353
$
$
77.50
7.8 %
6,648
$
$
48.58
7.6 %
5,437
The following table sets forth our unvested LTIP Unit activity for the years ended December 31, 2022, 2021 and 2020:
Balance at December 31, 2019
Granted
Forfeited
Vested
Balance at December 31, 2020
Granted
Vested
Balance at December 31, 2021
Granted
Vested
Balance at December 31, 2022
Number of Unvested LTIP Units
Weighted-Average Grant Date
Fair Value per Unit
298,412 $
157,404 $
(22,795) $
(196,375) $
236,646 $
148,533 $
(145,470) $
239,709 $
215,058 $
(141,716) $
313,051 $
34.26
45.86
38.89
34.31
41.49
62.45
40.65
54.99
54.14
54.04
54.84
2022, 2021 and 2020 Performance Unit Awards
Each of the 2022, 2021 and 2020 Performance Awards are comprised of a number of units designated as base units and a number of units designated as
distribution equivalents, which are further described below:
•
•
•
Absolute TSR Base Units - base units that will vest based on varying levels of the Company’s total shareholder return (“TSR”) over the three-year
performance period of an award. TSR is measured as the appreciation in the price per share of a company’s common stock plus dividends paid during the
three-year performance period, assuming the reinvestment in common stock of all dividends paid during the performance period.
Relative TSR Base Units - base units that will vest based on the Company’s TSR as compared to the TSR percentage of a selected peer group of
companies over the three-year performance period.
FFO Per-Share Base Units - base units that will vest based on the Company’s FFO per share growth over the three-year performance period.
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• Distribution Equivalent Units - Performance Units that have not vested will receive 10% of the distributions paid on OP units. The remaining 90% of the
distributions will accrue (assuming the reinvestment in common stock of these distributions) during the three-year performance period and a portion will
be paid out as distribution equivalent units based upon the number of base units that ultimately vest.
The following table summarizes the total number of base units and distribution equivalent units awarded to the executives for each of the Performance Awards:
2022 Performance Award
2021 Performance Award
2020 Performance Award
Absolute TSR Base
Units
(1)
Relative TSR Base
Units
(1)
FFO Per-Share Base
Units
(1)
Distribution
Equivalent Units
Total Performance
Units
204,394
113,871
148,030
204,394
113,871
148,030
204,394
113,871
148,027
60,006
24,391
32,828
673,188
366,004
476,915
(1) For each Performance Award, a number of the base units are designated as Absolute TSR Base Units and Relative TSR Base Units (combined, a “Market
Performance Award”) and a number of units are designated as FFO Per-Share Base Units (each an “FFO Per-Share Award”).
The following table summarizes the performance levels and vesting percentages for the Absolute TSR Base Units, Relative TSR Base Units and FFO Per-Share
Base Units, and the three-year performance period for each of the Performance Unit awards:
Absolute TSR Base Units
Relative TSR Base Units
FFO Per-Share Base Units
Performance Level
Company TSR
Percentage
Absolute TSR
Vesting
Percentage
2022
Award
“Threshold Level”
“Target Level”
“ High Level”
“Maximum Level”
2021
Award
“Threshold Level”
“Target Level”
“ High Level”
“Maximum Level”
2020
Award
“Threshold Level”
“Target Level”
“ High Level”
“Maximum Level”
<18%
18 %
24 %
30 %
≥40%
< 18%
18 %
24 %
30 %
≥ 40%
< 18%
18 %
24 %
30 %
≥ 40%
— %
16.7 %
33.4 %
66.7 %
100 %
— %
16.7 %
33.4 %
66.7 %
100 %
— %
16.7 %
33.4 %
66.7 %
100 %
Peer Group Relative
Performance
< 35th Percentile
35th Percentile
55th Percentile
75th Percentile
≥ 90th Percentile
< 35th Percentile
35th Percentile
55th Percentile
75th Percentile
≥ 90th Percentile
< 35th Percentile
35th Percentile
55th Percentile
75th Percentile
≥ 90th Percentile
Relative TSR
Vesting
Percentage
FFO per Share
Growth
FFO Vesting
Percentage
— %
16.7 %
33.4 %
66.7 %
100 %
— %
16.7 %
33.4 %
66.7 %
100 %
— %
16.7 %
33.4 %
66.7 %
100 %
< 10%
10 %
14 %
18 %
≥24%
< 10%
10 %
14 %
18 %
≥ 24%
< 12%
12 %
16.5 %
21 %
≥ 26%
— %
16.7 %
33.4 %
66.7 %
100 %
— %
16.7 %
33.4 %
66.7 %
100 %
— %
16.7 %
33.4 %
66.7 %
100 %
Three-Year
Performance
Period
See Note (1)
See Note (2)
See Note (3)
(1) The performance period for the 2022 Market Performance Award is November 8, 2022 through November 7, 2025, and the performance period for the
2022 FFO Per-Share Award is January 1, 2023 through December 31, 2025.
(2) The performance period for the 2021 Market Performance Award is December 23, 2021 through December 22, 2024, and the performance period for the
2021 FFO Per-Share Award is January 1, 2022 through December 31, 2024.
(3) The performance period for the 2020 Market Performance Award is December 22, 2020 through December 21, 2023, and the performance period for the
2020 FFO Per-Share Award is January 1, 2021 through December 31, 2023.
If the Company’s TSR percentage, peer group relative performance or FFO per share growth falls between the levels specified in the tables above, the
percentage of Absolute TSR Base Units, Relative TSR Base Units and FFO Per-Share Base Units that vest will be determined using straight-line interpolation
between such levels.
F-44
Fair Value of Awards With Market-Based Vesting Conditions
The grant date fair value of each of the 2022, 2021 and 2020 Market Performance Awards is based on the sum of the following: (1) the present value of the
expected payoff to the vested absolute and relative base units, (2) the present value of the 10% portion of the distribution expected to be paid during the three-year
performance period, and (3) the present value of the distribution equivalent units expected to be awarded at the end of the three-year performance period. The grant
date fair value of each of these awards was measured using a Monte Carlo simulation pricing model, which uses 100,000 trial simulations, to estimate the
probability that the market conditions, TSR on both an absolute and relative basis, will be achieved over the three-year performance period.
The following table summarizes the assumptions we used in the Monte Carlo simulations and the grant date fair value of the awards with market-based vesting
conditions.
Valuation date
Expected share price volatility for the Company
Expected share price volatility for peer group companies - low end of range
Expected share price volatility for peer group companies - high end of range
Expected dividend yield
Risk-free interest rate
Grant date fair value (in thousands)
(1)
(1)
2022 Market
Performance
Award
November 8, 2022
34.0 %
18.0 %
100.0 %
1.90 %
4.57 %
$
11,869
2021 Market
Performance
Award
December 23, 2021
31.0 %
17.0 %
100.0 %
1.70 %
0.98 %
8,962
$
2020 Market
Performance Award
December 22, 2020
31.0 %
17.0 %
100.0 %
1.90 %
0.19 %
6,928
$
(1) For the 2022 Market Performance Award, the median and average expected share price volatilities for the peer group companies are 47.0% and 50.6%,
respectively. For the 2021 Market Performance Award, the median and average expected share price volatilities for the peer group companies are 45.0% and
47.9%, respectively. For the 2020 Market Performance Award, the median and average expected share price volatilities for the peer group companies are
45.0% and 47.4%, respectively.
The expected share price volatilities are based on a mix of the historical and implied volatilities of the Company and the peer group companies. The
expected dividend yield is based on our average historical dividend yield and our dividend yield as of the valuation date for each award. The risk-free interest rate
is based on U.S. Treasury note yields matching the three-year time period of the performance period.
Compensation cost for the awards with market-based vesting conditions is recognized ratably over the requisite service period, regardless of whether the
TSR performance levels are achieved and any awards ultimately vest. Compensation expense will only be reversed if the holder of an award with market-based
vesting conditions forfeits the award by leaving the employment of the Company prior to vesting.
Fair Value of Awards with Performance-Based Vesting Conditions
The grant date fair value of the 2022 FFO Per-Share Award is $3.7 million, which is based on the Company’s closing stock price on the grant date ($53.94 on
November 8, 2022) and the achievement of FFO per-share performance at the target level. The grant date fair value of the 2021 FFO Per-Share Award is $2.9
million, which is based on the Company’s closing stock price on the grant date ($77.50 on December 23, 2021) and the achievement of FFO per-share performance
at the target level. The grant date fair value of the 2020 FFO Per-Share Award is $2.4 million, which is based on the Company’s closing stock price preceding the
grant date ($48.58 on December 22, 2020) and the achievement of FFO per-share performance at the target level.
Compensation cost for the 2022, 2021 and 2020 FFO Per-Share Awards will reflect the number of units that are expected to vest based on the probable outcome
of the performance condition and will be adjusted to reflect those units that ultimately vest at the end of the three-year performance period.
2019, 2018 and 2017 Performance Award Vestings
On December 31, 2022, the three-year performance period for the 2019 performance award ended and it was determined that the Company’s TSR
percentage was achieved above the target level and the TSR peer group relative performance and FFO
F-45
growth both exceeded the maximum level. Based on these results, the compensation committee certified that 231,453 Performance Units were earned and vested.
On December 31, 2021, the three-year performance period for the 2018 performance award ended and it was determined that both the Company’s TSR
percentage and peer group relative performance exceeded the maximum level. Based on these results, the compensation committee certified that 170,413
Performance Units were earned and vested.
On December 14, 2020, the three-year performance period for the 2017 performance award ended and it was determined that both the Company’s TSR
percentage and peer group relative performance exceeded the maximum level. Based on these results, the compensation committee certified that 184,502 vested
Performance Units were earned and vested.
Restricted Common Stock
The compensation committee has periodically awarded grants of restricted common stock to various employees of the Company typically other than
NEOs, for the purpose of attracting or retaining the services of these key individuals. These grants typically vest in four equal, annual installments on each of the
first four anniversaries of the date of grant, subject to the employee’s continued service. Shares of our restricted common stock are participating securities and
have full voting rights and nonforfeitable rights to dividends. During the years ended December 31, 2022, 2021 and 2020, we granted 120,662, 120,734 and
107,648 shares, respectively, of restricted common stock to non-executive employees. The grant date fair value of these awards was $8.3 million, $5.6 million and
$5.0 million based on the closing share price of the Company’s common stock on the date of grant, which ranged from $52.97 and $76.55 per share, $48.14 to
$62.19 per share and $39.71 to $50.18 per share, for the years ended December 31, 2022, 2021 and 2020, respectively.
In accordance with the Rexford Industrial Realty, Inc. Non-Employee Director Compensation Program, each year on the date of the annual meeting of the
Company’s stockholders, we grant shares of restricted common stock to each of our non-employee directors who are re-elected for another year of service. These
awards vest on the earlier of (i) the date of the annual meeting of the Company’s stockholders next following the grant date and (ii) the first anniversary of the
grant date, subject to each non-employee director’s continued service. During the years ended December 31, 2022, 2021 and 2020, each of our non-employee
directors were granted 2,387, 1,873 and 2,507 shares of restricted common stock with a grant date fair value of $139,998, $109,964 and $100,000 based on the
$58.65, $58.71 and $39.88 closing share price, respectively, of the Company’s common stock on the date of grant.
The following table sets forth our unvested restricted stock activity for the years ended December 31, 2022, 2021 and 2020:
Number of Unvested Shares of
Restricted Common Stock
Weighted-Average Grant Date
Fair Value per Share
Balance at December 31, 2019
Granted
Forfeited
(1)(2)
Vested
Balance at December 31, 2020
Granted
Forfeited
(1)(2)
Vested
Balance at December 31, 2021
Granted
Forfeited
(1)(2)
Vested
Balance at December 31, 2022
212,545 $
126,865 $
(16,128) $
(90,383) $
232,899 $
132,537 $
(23,763) $
(92,494) $
249,179 $
134,984 $
(11,442) $
(98,305) $
274,416 $
29.64
45.94
37.25
28.50
38.43
50.62
42.69
35.45
45.62
67.98
56.24
43.55
56.92
(1) The total fair value of vested shares, which is calculated as the number of shares vested multiplied by the closing share price of the Company’s common stock
on the vesting date, was $6.6 million, $4.6 million and $4.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.
(2) Total shares vested include 31,576, 29,305 and 27,473 shares of common stock that were tendered by employees during the years ended December 31, 2022,
2021 and 2020, respectively, to satisfy minimum statutory tax withholding requirements associated with the vesting of restricted shares of common stock.
F-46
Share-Based Compensation Expense
The following table sets forth the amounts expensed and capitalized for all share-based awards for the reported periods presented below (in thousands):
Expensed share-based compensation
Capitalized share-based compensation
(2)
(1)
Total share-based compensation
2022
Year Ended December 31,
2021
2020
$
$
28,426 $
610
29,036 $
19,506 $
357
19,863 $
12,871
223
13,094
(1)
(2)
Amounts expensed are included in “General and administrative” and “Property expenses” in the accompanying consolidated statements of operations.
Amounts capitalized relate to employees who provide construction services and are included in “Building and improvements” in the consolidated balance
sheets.
During the years ended December 31, 2022, 2021 and 2020, Messrs. Schwimmer and Frankel’s elected to receive their annual bonuses partly in cash and
partly in LTIP units. Accordingly, on January 17, 2023, January 18, 2022 and January 27, 2021, at the same time the cash annual bonuses were paid to executives,
Messrs. Schwimmer and Frankel were each granted 19,367, 12,824 and 15,288 fully-vested LTIP Units for the years ended December 31, 2022, 2021 and 2020,
respectively. Share-based compensation expense for the years ended December 31, 2022, 2021 and 2020 includes $2.3 million, $1.9 million and $1.5 million,
respectively, for the portion of Messrs. Schwimmer and Frankel’s accrued bonuses that were settled with these fully-vested LTIP Units.
As of December 31, 2022, total unrecognized compensation cost related to all unvested share-based awards was $54.4 million and is expected to be recognized
over a weighted average remaining period of 27 months.
14. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):
Numerator:
Net income
Less: Preferred stock dividends
Less: Original issuance costs of redeemed preferred stock
Less: Net income attributable to noncontrolling interests
Less: Net income attributable to participating securities
Net income attributable to common stockholders
Denominator:
Weighted average shares of common stock outstanding - basic
Effect of dilutive securities
Weighted average shares of common stock outstanding - diluted
Earnings per share - Basic
Net income attributable to common stockholders
Earnings per share - Diluted
Net income attributable to common stockholders
2022
Year Ended December 31,
2021
2020
177,157 $
(9,258)
—
(9,573)
(845)
157,481 $
136,246 $
(12,563)
(3,349)
(8,005)
(568)
111,761 $
80,895
(14,545)
—
(4,492)
(509)
61,349
170,467,365
510,907
170,978,272
139,294,882
780,807
140,075,689
120,873,624
304,686
121,178,310
0.92 $
0.92 $
0.80 $
0.80 $
0.51
0.51
$
$
$
$
Unvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. As
such, unvested shares of restricted stock, unvested LTIP Units and unvested Performance Units are considered participating securities. Participating securities are
included in the computation of basic EPS
F-47
pursuant to the two-class method. The two-class method determines EPS for each class of common stock and each participating security according to dividends
declared (or accumulated) and their respective participation rights in undistributed earnings. Participating securities are also included in the computation of diluted
EPS using the more dilutive of the two-class method or treasury stock method for unvested shares of restricted stock and LTIP Units, and by determining if certain
market conditions have been met at the reporting date for unvested Performance Units.
The effect of including unvested shares of restricted stock and unvested LTIP Units using the treasury stock method was excluded from our calculation of
weighted average shares of common stock outstanding – diluted, as their inclusion would have been anti-dilutive.
Performance Units, which are subject to vesting based on the Company achieving certain TSR levels and FFO per share growth over a three-year performance
period, are included as contingently issuable shares in the calculation of diluted EPS when TSR and/or FFO per share growth has been achieved at or above the
threshold levels specified in the award agreements, assuming the reporting period is the end of the performance period, and the effect is dilutive.
Shares issuable under forward equity sale agreements during the period prior to settlement are reflected in our calculation of weighted average shares of
common stock outstanding – diluted using the treasury stock method as the impact was dilutive for the periods presented above.
We also consider the effect of other potentially dilutive securities, including the CPOP Units and OP Units, which may be redeemed for shares of our common
stock under certain circumstances, and include them in our computation of diluted EPS under the if-converted method when their inclusion is dilutive. These units
were not dilutive for the periods presented above.
15. Subsequent Events
Acquisitions
The following table summarizes the properties we acquired subsequent to December 31, 2022:
Property
16752 Armstrong Avenue
10545 Production Avenue
Total
Submarket
Orange County - Airport
San Bernardino - Inland Empire West
Date of
Acquisition
1/6/2023
1/30/2023
Rentable
Square Feet
Number of
Buildings
81,600
1,101,840
1,183,440
Contractual
Purchase Price
(1)
(in thousands)
1 $
1
2 $
40,000
365,000
405,000
(1) Represents the gross contractual purchase price before credits, prorations, closing costs and other acquisition related costs.
Dividends Declared
On February 6, 2023, our board of directors declared the following quarterly cash dividends/distributions:
Security
Common stock
OP Units
5.875% Series B Cumulative Redeemable Preferred Stock
5.625% Series C Cumulative Redeemable Preferred Stock
4.43937% Cumulative Redeemable Convertible Preferred Units
4.00% Cumulative Redeemable Convertible Preferred Units
3.00% Cumulative Redeemable Convertible Preferred Units
Amount per
Share/Unit
Record Date
Payment Date
0.380
0.380
0.367188
0.351563
0.505085
0.450000
0.545462
March 31, 2023
March 31, 2023
March 15, 2023
March 15, 2023
March 15, 2023
March 15, 2023
March 15, 2023
April 17, 2023
April 17, 2023
March 31, 2023
March 31, 2023
March 31, 2023
March 31, 2023
March 31, 2023
$
$
$
$
$
$
$
Partial Settlement of 2022 Forward Offering Sale Agreements
In January 2023, we partially settled the outstanding 2022 Forward Offering Sale Agreements by issuing 7,617,013 shares of common stock in exchange
for net proceeds of $425.0 million, based on a weighted average forward price of $55.80 per share at settlement.
F-48
REXFORD INDUSTRIAL REALTY, INC.
SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION
(Dollars in thousands)
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
—
(4)
$
3,875 $
2,407 $
10,078
$
3,875 $
12,485 $ 16,360 $
(8,386)
Fullerton, CA
—
(4)
6,817
15241 - 15277, 15317 -
15339 Don Julian Rd.
300 South Lewis Road
1400 South Shamrock
Ave.
2220-2260 Camino del
Sol
14250-14278 Valley
Blvd.
2300-2386 East Walnut
Ave.
15140 & 15148
Bledsoe St., 13065 -
13081 Bradley Ave.
28340 - 28400 Avenue
Crocker
21-29 West Easy St.
10439-10477 Roselle
St.
2575 Pioneer Ave.
9641 - 9657 Santa Fe
Springs Rd.
15715 Arrow Highway
2431-2465 Impala Dr.
6200 & 6300 Yarrow
Dr.
6231 & 6241 Yarrow
Dr.
9160 - 9220 Cleveland
Ave., 10860 6th St.
18118-18120 S.
Broadway St.
901 W. Alameda Ave.
City of
Industry, CA $
Camarillo,
CA
Monrovia,
CA
Oxnard, CA
La Puente,
CA
Sylmar, CA
Valencia, CA
Simi Valley,
CA
San Diego,
CA
Vista, CA
Santa Fe
Springs, CA
Irwindale,
CA
Carlsbad, CA
Carlsbad, CA
Carlsbad, CA
Rancho
Cucamonga,
CA
Carson, CA
Burbank, CA
1938-1946 E. 46th St. Vernon, CA
Downey, CA
9220-9268 Hall Rd.
—
(4)
4,150
—
2,317
—
(4)
868
—
2,539
(4)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,525
2,666
2,346
4,711
1,784
3,740
3,604
5,470
5,001
3,473
3,647
3,013
6,304
7,015
6,974
4,150
2,317
868
2,539
6,817
2,525
2,666
2,346
4,711
1,784
3,740
3,604
5,470
5,001
3,473
3,647
3,013
6,304
7,015
6,974
3,050
2,534
—
2,020
6,089
3,380
3,343
4,522
3,199
2,974
260
5,056
7,308
7,658
5,119
11,867
2,161
2,996
7,078
2,902
10,151
1,090
4,929
3,656
2,334
7,151
3,908
2,803
3,995
2,173
7,228
81
5,049
4,264
2,060
3,394
1,091
5,642
1,802
753
F-49
Year Build /
Year
Renovated
1965, 2005 /
2003
1960-1963 /
2006
1957, 1962 /
2004
13,201
17,351
3,624
5,941
(8,313)
(2,639)
4,929
5,797
(2,356) 2005
5,676
8,215
8,423
15,240
10,531
13,056
7,251
9,917
(3,680) 1974 / 2007
1985-1986 /
2005
(5,145)
(5,788)
(4,257)
1969, 2008 /
2016
1987 / 2006 /
2015
7,325
9,671
(4,587) 1991 / 2006
7,194
5,147
11,905
6,931
(2,737) 1970 / 2007
(3,187) 1988 / 2006
7,488
11,228
(3,162) 1982 / 2009
5,137
12,357
8,741
17,827
11,922
16,923
(3,060) 1989
(7,710) 1983 / 2006
1977-1988 /
2006
(7,777)
7,179
10,652
(4,189) 1977 / 2006
15,261
18,908
(9,686)
3,252
8,638
8,880
3,655
6,265
14,942
15,895
10,629
1988-1989 /
2006
1957 / 1989,
2017
(1,316)
(5,122) 1969 / 2009
1961, 1983 /
2008-2010
(4,950)
(1,971) 2008
Year
Acquired
2002
2003
2003
2003
2003
2004
2004
2004
2004
2013
2004
2006
2006
2006
2005
2006
2006
2013
2007
2007
2009
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
929, 935, 939 & 951
Poinsettia Ave.
3720-3750 W. Warner
Ave.
6750 Unit C - 6780
Central Ave.
1050 Arroyo Ave.
600-650 South Grand
Ave.
121-125 N. Vinedo
Ave.
3441 West MacArthur
Blvd.
6701 & 6711 Odessa
Ave.
10700 Jersey Blvd.
15705, 15709 Arrow
Highway & 5220
Fourth St.
20920-20950
Normandie Ave.
14944, 14946, 14948
Shoemaker Ave.
6423-6431 & 6407-
6119 Alondra Blvd.
1400 S. Campus Ave.
15041 Calvert St.
701 Del Norte Blvd.
3350 Tyburn St., 3332,
3334, 3360, 3368,
3370, 3378, 3380,
3410, 3424 N. San
Fernando Rd.
1661 240th St.
8101-8117 Orion Ave.
18310-18330 Oxnard
St.
1100-1170 Gilbert St.
& 2353-2373 La Palma
Ave.
280 Bonita Ave., 2743
Thompson Creek Rd.
Vista, CA
Santa Ana,
CA
Riverside,
CA
San
Fernando,
CA
Santa Ana,
CA
Pasadena,
CA
Santa Ana,
CA
Van Nuys,
CA
Rancho
Cucamonga,
CA
Irwindale,
CA
Torrance, CA
Santa Fe
Springs, CA
Paramount,
CA
Ontario, CA
Van Nuys,
CA
Oxnard, CA
Los Angeles,
CA
Los Angeles,
CA
Van Nuys,
CA
Tarzana, CA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Anaheim, CA
1,935
Pomona, CA
—
4,213
3,028
1,564
3,092
4,298
3,481
4,179
1,582
5,584
1,058
584
1,900
5,075
3,530
5,358
1,856
933
1,098
677
753
2,304
188
2,388
1,029
2,678
3,028
678
3,092
4,298
3,481
4,179
1,582
4,661
7,339
(2,683) 1989 / 2007
2,156
5,184
(1,305) 1973 / 2008
1,014
1,692
(642) 1978
2,653
5,745
(1,025) 1969 / 2012
7,379
11,677
(2,864) 1988
3,718
7,199
(1,588) 1953 / 1993
7,746
11,925
2,885
4,467
(1,792) 1973 / 2022
1970-1972 /
2012
(736)
2008
2007
2007
2010
2010
2011
2011
2011
3,158
4,860
1,569
3,158
6,429
9,587
(2,685) 1988-1989
2011
3,608
3,253
3,720
1,396
3,266
4,096
3,082
2,699
1,605
2,641
925
2,961
1,570
6,230
17,978
39,471
3,043
1,389
2,497
4,582
8,001
2,550
3,872
5,494
5,135
17,734
786
766
780
195
10
272
1,186
4,690
3,884
719
1,747
3,093
210
F-50
3,608
3,253
3,720
1,396
3,266
4,096
3,082
3,485
7,093
(1,438) 1987
2,371
5,624
(1,036) 1989
3,421
7,141
(1,419) 1978 / 2012
1,120
2,516
(436) 1986
2,971
6,237
1,842
7,416
5,938
10,498
(1,748)
1964-1966,
1973, 1987
(636) 1971
(2,904) 2000
17,978
44,161
62,139
(15,918)
1966, 1992,
1993, 1994
3,043
1,389
2,497
4,582
8,001
6,434
9,477
(2,593) 1975 / 1995
4,591
5,980
(1,819) 1978
7,241
9,738
(2,660) 1973
8,228
12,810
(3,095)
1972 / 1990 /
2013
17,944
25,945
(5,968) 1983
2011
2011
2011
2011
2012
2012
2012
2013
2013
2013
2013
2013
2013
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
2950 Madera Rd.
10635 Vanowen St.
7110 Rosecrans Ave.
845, 855, 865 S
Milliken Ave & 4317,
4319 Santa Ana St.
Simi Valley,
CA
Burbank, CA
Paramount,
CA
Ontario, CA
1500-1510 W. 228th St. Torrance, CA
Torrance, CA
24105 Frampton Ave.
Seal Beach,
CA
1700 Saturn Way
2980 & 2990 N San
Fernando Road
20531 Crescent Bay Dr.
2610 & 2701 S. Birch
Street
710 South Dupont
Avenue & 4051 Santa
Ana Street
9755 Distribution Ave.
9855 Distribution Ave
9340 Cabot Drive
9404 Cabot Drive
9455 Cabot Drive
14955-14971 E Salt
Lake Ave
5235 East Hunter Ave.
3880 West Valley Blvd.
1601 Alton Pkwy.
3116 W. Avenue 32
21040 Nordoff Street;
9035 Independence
Avenue; 21019 - 21045
Osborne Street
24935 & 24955 Avenue
Kearny
Burbank, CA
Lake Forest,
CA
Santa Ana,
CA
Ontario, CA
San Diego,
CA
San Diego,
CA
San Diego,
CA
San Diego,
CA
San Diego,
CA
City of
Industry, CA
Anaheim, CA
Pomona, CA
Irvine, CA
Los Angeles,
CA
Chatsworth,
CA
Santa Clarita,
CA
(4)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,601
1,517
3,117
2,260
2,428
2,315
7,935
6,373
2,181
9,305
3,725
1,863
2,733
4,311
2,413
4,423
5,125
5,240
3,982
7,638
3,761
7,230
4,773
8,033
1,833
1,894
6,043
4,271
1,553
10,525
7,356
4,012
2,115
6,145
3,211
5,041
6,126
3,451
6,799
5,009
5,065
4,796
4,946
6,729
9,058
5,970
2
1,289
2,452
869
6,053
2,080
342
550
418
4,483
469
89
799
1,130
302
600
1,297
1,800
3,599
8,533
3,489
3,534
1,065
F-51
3,601
1,517
3,117
2,260
2,428
2,315
7,935
6,373
2,181
9,305
3,725
1,863
2,733
4,311
2,413
4,423
5,125
5,240
3,982
7,638
3,761
7,230
4,773
8,035
3,122
11,636
4,639
4,346
7,463
(2,745) 1988 / 2005
(1,193) 1977
(1,224)
1972 / 2015,
2019
6,912
9,172
(2,747) 1985
10,324
3,633
12,752
5,948
1963 / 1968,
2017
(2,651)
(1,154) 1974 / 2016
10,867
18,802
(3,614) 2006
7,906
14,279
(2,902) 1950 / 2004
4,430
6,611
(1,591) 1998
6,598
15,903
(2,237) 1965 / 2016
6,614
10,339
(2,366) 2001
3,300
5,163
(1,152) 1974
5,840
8,573
(1,810) 1983
7,256
11,567
(2,478) 1975 / 1976
3,753
6,166
(1,262) 1975 / 1976
7,399
11,822
(2,708) 1975 / 1976
6,306
6,865
8,395
13,479
11,431
12,105
12,377
21,117
(2,233) 1979
(2,662) 1987
(2,787) 1980 / 2017
(3,746) 1974 / 2018
10,218
13,979
(3,089) 1974
12,592
19,822
(4,158) 1979 / 1980
7,035
11,808
(2,474) 1988
2013
2013
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
605 8th Street
9120 Mason Ave.
7900 Nelson Rd.
679-691 S Anderson
St.
10509 Business Drive
13231 Slover Avenue
240 W Ivy Avenue
3000 Paseo Mercado,
3120-3150 Paseo
Mercado
1800 Eastman Ave.
2360-2364 E. Sturgis
Road
201 Rice Ave. & 2400-
2420 Celsius
11120, 11160, 11200
Hindry Ave
6970-7170 & 7310-
7374 Convoy Ct.
12907 Imperial
Highway
8902-8940 Activity
Road
1210 N Red Gum St.
9615 Norwalk Blvd.
16221 Arthur St.
2588 & 2605 Industry
Way
425 S. Hacienda Blvd.
6700 S Alameda St.
12720-12860
Danielson Ct.
10950 Norwalk Blvd
& 12241 Lakeland Rd.
610-760 W Hueneme
Rd. & 5651-5721
Perkins Rd.
San
Fernando,
CA
Chatsworth,
CA
Los Angeles,
CA
Los Angeles,
CA
Fontana, CA
Fontana, CA
Inglewood,
CA
Oxnard, CA
Oxnard, CA
Oxnard, CA
Oxnard, CA
Los Angeles,
CA
San Diego,
CA
Santa Fe
Springs, CA
San Diego,
CA
Anaheim, CA
Santa Fe
Springs, CA
Cerritos, CA
Lynwood,
CA
City of
Industry, CA
Huntington
Park, CA
Poway, CA
Santa Fe
Springs, CA
Oxnard, CA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,393
9,224
8,495
1,723
3,505
2,812
2,064
2,616
842
1,128
3,487
3,478
2,742
19,346
15,948
4,767
5,237
4,739
3,675
8,311
2,209
2,726
9,589
7,834
1,744
817
2,604
1,622
1,726
1,153
4,235
1,564
81
604
921
639
2,393
9,224
8,495
1,723
3,505
2,812
2,064
2,616
842
1,128
3,487
3,478
4,486
6,879
(1,373)
1991 / 2015,
2020
20,163
29,387
(6,163) 1967 / 1999
18,552
27,047
(5,599) 1998 / 2015
6,389
6,963
5,892
8,112
10,468
8,704
(1,799) 1992 / 2017
(2,182) 1989
(1,757) 1990
7,910
9,974
(2,167) 1981
9,875
2,290
12,491
3,132
(3,438) 1988
(827) 2009
3,330
4,458
(1,322) 1989
10,510
13,997
(3,477) 2008
8,473
11,951
(2,704) 1992 / 1994
10,805
18,426
3,127
10,805
21,553
32,358
(7,385) 1971
5,462
9,427
3,326
8,508
2,979
8,738
4,010
3,502
6,902
3,446
6,678
8,103
4,020
1,134
3,204
9,415
3,050
9,279
8,949
1,241
418
2,080
1,512
11,730
1,828
—
117
273
910
448
5,462
9,427
3,326
8,508
2,979
8,738
4,010
3,502
6,902
3,446
7,096
12,558
(2,055) 1997
10,183
5,532
12,864
5,032
19,610
8,858
21,372
8,011
(3,559) 1987 / 1997
(1,584) 1985 / 2020
(324) 1975
(1,186) 1979 / 2021
9,415
18,153
(3,102) 1969 / 1971
3,167
7,177
(1,067) 1997
9,552
13,054
(3,329) 1990 / 2008
9,859
16,761
(3,665) 1999
1,689
5,135
(610) 1982
3,310
5,806
2,254
3,310
8,060
11,370
(2,885) 1985
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2015
2015
2015
2015
2015
2015
2015
2015
2015
2015
2015
F-52
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
10701-10719 Norwalk
Blvd.
6020 Sheila St.
9805 6th St.
16321 Arrow Hwy.
601-605 S. Milliken
Ave.
1065 E. Walnut Ave.
12247 Lakeland Rd.
17311 Nichols Lane
Santa Fe
Springs, CA
Commerce,
CA
Rancho
Cucamonga,
CA
Irwindale,
CA
Ontario, CA
Carson, CA
Santa Fe
Springs, CA
Huntington
Beach, CA
San Diego,
CA
8525 Camino Santa Fe
28454 Livingston
Avenue
20 Icon
16425 Gale Avenue
Valencia, CA
Lake Forest,
CA
City of
Industry, CA
Garden
Grove, CA
12131 Western Avenue
Irvine, CA
9 Holland
Fontana, CA
15996 Jurupa Avenue
11127 Catawba Avenue Fontana, CA
13550 Stowe Drive
10750-10826 Lower
Azusa Road
Poway, CA
El Monte,
CA
San
Fernando,
CA
Camarillo,
CA
Fullerton, CA
City of
Industry, CA
Wilmington,
CA
Rancho
Cucamonga,
CA
525 Park Avenue
3233 Mission Oaks
Blvd.
1600 Orangethorpe
Ave. & 1335-1375
Acacia Ave.
14742-14750 Nelson
Avenue
301-445 Figueroa
Street
12320 4th Street
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,357
4,590
3,503
3,087
5,479
10,038
3,481
7,988
4,038
5,150
12,576
18,803
15,077
13,724
7,855
5,562
9,126
4,433
3,527
7,772
3,204
4,081
7,036
4,380
776
8,728
4,055
9,666
8,817
6,029
11,149
9,365
12,056
8,094
8,043
2,961
190
595
1,400
453
1,338
4,189
1,168
5
1,030
393
325
1,284
4,861
633
19
4
—
1,353
3,357
4,590
3,503
3,087
5,479
10,038
3,481
7,988
4,038
5,150
12,576
18,803
15,077
13,724
7,855
5,562
9,126
4,433
3,717
7,074
(1,188) 2004
8,367
12,957
(2,509) 2000
4,604
8,107
(1,615) 1986
4,534
7,621
(1,322) 1955 / 2001
8,374
8,569
13,853
18,607
(2,864) 1987 / 1988
(2,823) 1974
1,944
5,425
(571) 1971 / 2016
8,733
16,721
(2,660) 1993 / 2014
5,085
9,123
(1,685) 1986
10,059
15,209
(2,872) 2007
9,142
21,718
(3,462) 1999 / 2015
7,313
26,116
(2,034) 1976
16,010
9,998
12,075
8,098
8,043
31,087
23,722
19,930
13,660
17,169
1987 / 2007,
2017
(4,335)
(2,957) 1980 / 2013
(3,368) 2015
(2,269) 2015
(2,587) 1991
4,314
8,747
(1,364) 1975
3,830
3,887
213
3,830
4,100
7,930
(1,203) 2003
—
13,791
10,017
14,991
13,791
25,008
38,799
(6,085)
1980-1982 /
2014, 2018,
2019
—
—
—
26,659
13,463
7,126
12,673
5,465
26,659
18,138
44,797
(5,679) 1968/1985
1,680
5,728
17,063
13,463
18,743
32,206
(3,770) 1969 / 2018
5,136
7,126
10,864
17,990
(2,390) 1972 / 2018
2015
2015
2015
2015
2015
2015
2015
2015
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
—
12,642
14,179
3
12,642
14,182
26,824
(4,187) 1997 / 2003
2016
F-53
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
San Diego,
CA
Valencia, CA
Simi Valley,
CA
Ontario, CA
Long Beach,
CA
Huntington
Beach, CA
Norwalk, CA
Ontario, CA
Carson, CA
—
—
—
—
—
—
—
—
—
8,497
10,620
5,624
50,807
13,785
3,577
22,938
5,622
6,510
10,045
86,065
13,440
1,490
6,738
11,980
14,439
738
8,497
6,360
14,857
(2,109) 1986
18,497
10,620
25,007
35,627
(2,528)
1999 / 2018,
2022
1,292
9,487
—
2
1,142
3,150
5,624
11,337
16,961
(3,206) 1989
50,807
13,785
3,577
22,938
11,980
95,552
146,359
(24,678) 1989
13,440
27,225
(3,405) 2015
1,492
5,069
(583) 1976
7,880
30,818
(2,098) 1970, 2000
17,589
29,569
(5,031) 1981
7,988
5,472
975
7,988
6,447
14,435
(1,388) 1984
2016
2017
2017
2017
2017
2017
2017
2017
2017
—
121,329
86,776
14,739
121,329
101,515
222,844
(22,941) 1989 / 2021
2017
—
—
—
—
—
—
—
—
—
—
—
9,405
5,330
2,129
3,524
1,918
3,255
8,681
9,840
8,856
1,315
357
355
1,248
576
37,035
15,120
6,859
7,295
11,691
7,185
5,616
8,290
692
9
212
5
363
787
1,089
275
255
71
9,405
5,330
2,129
3,524
1,918
3,255
8,681
10,532
19,937
(2,592) 1986
8,865
14,195
(1,982) 2016
1,527
3,656
(349) 1993
362
718
3,886
2,636
(144) 1957
(155) 1955
2,035
5,290
(424) 1964 / 2018
1,665
10,346
(514) 1964
37,035
15,395
52,430
(3,118) 2017
6,859
7,295
7,440
5,687
14,299
12,982
(1,558) 2000
(1,361) 2004
1,973
11,691
10,263
21,954
(2,352) 1967
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
F-54
9190 Activity Road
28903-28903 Avenue
Paine
2390 Ward Avenue
Safari Business
(5)
Center
4175 Conant Street
5421 Argosy Avenue
14820-14830
Carmenita Road
3002-3072 Inland
Empire Blvd.
17000 Kingsview
Avenue & 800
Sandhill Avenue
2301-2329, 2331-
2359, 2361-2399,
2370-2398 & 2332-
2366 E. Pacifica Place;
20001-20021 Rancho
Way
11190 White Birch
Drive
4832-4850 Azusa
Canyon Road
1825 Soto Street
Rancho
Dominguez,
CA
Rancho
Cucamonga,
CA
Irwindale,
CA
Los Angeles,
CA
Rancho
Dominguez,
CA
15401 Figueroa Street
19402 Susana Road
13225 Western Avenue Gardena, CA
Los Angeles,
CA
Pico Rivera,
CA
Inglewood,
CA
8542 Slauson Avenue
687 Eucalyptus
Avenue
302 Rockefeller
Avenue
4355 Brickell Street
12622-12632 Monarch
Street
Ontario, CA
Ontario, CA
Garden
Grove, CA
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
Pico Rivera,
CA
Chino, CA
8315 Hanan Way
13971 Norton Avenue
1900 Proforma Avenue Ontario, CA
16010 Shoemaker
Avenue
4039 Calle Platino
851 Lawrence Drive
1581 North Main
Street
1580 West Carson
Street
660 & 664 North Twin
Oaks Valley Road
1190 Stanford Court
5300 Sheila Street
15777 Gateway Circle
Cerritos, CA
Oceanside,
CA
Thousand
Oaks, CA
Orange, CA
Long Beach,
CA
San Marcos,
CA
Anaheim, CA
Commerce,
CA
Tustin, CA
Simi Valley,
CA
Torrance, CA
Irwindale,
CA
Compton,
CA
1998 Surveyor Avenue
3100 Fujita Street
4416 Azusa Canyon
Road
1420 McKinley
Avenue
12154 Montague Street Pacoima, CA
10747 Norwalk
Boulevard
29003 Avenue
Sherman
Santa Fe
Springs, CA
Valencia, CA
16121 Carmenita Road Cerritos, CA
1332-1340 Rocky
Point Drive
6131-6133 Innovation
Way
263-321 Gardena
Boulevard
Oceanside,
CA
Carlsbad, CA
9200 Mason Avenue
9230 Mason Avenue
9250 Mason Avenue
9171 Oso Avenue
5593-5595 Fresca
Drive
Carson, CA
Chatsworth,
CA
Chatsworth,
CA
Chatsworth,
CA
Chatsworth,
CA
La Palma,
CA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
8,714
5,293
10,214
9,927
9,476
6,717
4,230
5,252
6,307
3,583
90,568
3,815
3,670
7,723
10,762
17,053
10,114
5,646
3,094
10,013
3,816
10,545
14,302
4,887
4,454
4,034
5,647
11,414
3,313
2,496
6,573
2,430
54,086
4,292
2,263
5,649
1,567
13,605
12,767
4,966
6,467
3,279
6,148
11,859
1,960
4,080
955
2,464
2,801
2,502
4,751
6,377
5,127
6,948
11,394
180
174
1,084
506
830
—
13,397
8,714
5,293
10,214
9,927
9,476
6,717
4,230
5,252
6,307
3,583
90,568
3,815
3,670
7,723
10,762
17,053
10,114
5,646
3,094
10,013
3,816
10,545
14,302
4,887
4,454
4,034
5,647
4,931
6,551
6,211
13,645
11,844
16,425
(1,095) 1976
(1,501) 1990
(1,928) 1989
7,454
17,381
(1,538) 1985
12,224
21,700
(2,576) 1991
13,397
20,114
(904) 1968 / 2021
3,357
7,587
(680) 1994
4,693
9,945
(864) 1982 / 2018
6,928
2,663
13,235
6,246
(1,515) 1978 - 1988
(536) 1979
54,304
4,332
144,872
8,147
7,017
5,855
10,687
13,578
(11,472) 1975
(806) 2005
(1,182) 2018
(1,258) 1970
4,481
15,243
(230) 1956
13,748
13,710
30,801
23,824
(2,662) 2017
(2,289) 1974
5,235
10,881
(983) 1999
8,293
11,387
7,003
17,016
(1,017) 2000 / 2019
1969/1983,
2020
(981)
6,659
10,475
(1,130) 2009 / 2019
11,972
22,517
(2,252) 2017
2,159
16,461
(719) 1977 - 1982
4,080
8,967
(742) 1968
955
5,409
(257) 1974
2,464
6,498
(483) 1977
2,801
8,448
(609) 1980
44
2,197
355
233
218
40
4,754
206
2,914
143
943
269
1,826
3,724
511
113
199
—
—
—
—
452
11,414
2,954
14,368
(632) 1973
F-55
2017
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
2018
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
6100 Sheila Street
14421-14441 Bonelli
Street
12821 Knott Street
28510 Industry Drive
Conejo Spectrum
Business Park
2455 Ash Street
25413 Rye Canyon
Road
1515 15th Street
13890 Nelson Avenue
445-449 Freedom
Avenue
2270 Camino Vida
Roble
980 Rancheros Drive
1145 Arroyo Avenue
1150 Aviation Place
1175 Aviation Place
1245 Aviation Place
635 8th Street
10015 Waples Court
19100 Susana Road
15385 Oxnard Street
9750-9770 San
Fernando Road
218 S. Turnbull
Canyon
Limonite Ave. &
Archibald Ave.
Commerce,
CA
City of
Industry, CA
Garden
Grove, CA
Valencia, CA
Thousand
Oaks, CA
Vista, CA
Santa Clarita,
CA
Los Angeles,
CA
City of
Industry, CA
Orange, CA
Carlsbad, CA
San Marcos,
CA
San
Fernando,
CA
San
Fernando,
CA
San
Fernando,
CA
San
Fernando,
CA
San
Fernando,
CA
San Diego,
CA
Rancho
Dominguez,
CA
Van Nuys,
CA
Sun Valley,
CA
City of
Industry, CA
Eastvale, CA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
11,789
12,191
17,896
2,395
38,877
4,273
3,245
23,363
25,642
9,084
8,102
2,901
5,214
7,489
2,824
5,466
64,721
1,966
2,352
5,208
14,616
8,286
8,179
4,245
1,521
11,789
6,735
18,524
(1,480) 1960
330
12,191
7,819
20,010
(1,407) 1971
16,406
126
1,860
219
2,166
2,424
119
503
2,926
255
17,896
2,395
38,877
4,273
3,245
23,363
25,642
9,084
8,102
2,901
19,230
5,592
66,581
2,185
37,126
7,987
105,458
6,458
— 1971
(884) 2017
(10,393) 2018 / 2020
(506) 1990
4,518
7,763
(569) 1981
7,632
30,995
(979) 1977
14,735
40,377
(2,377) 1982
8,789
17,873
(1,395) 1980
11,105
19,207
(2,184) 1981
4,500
7,401
(722) 1982
19,556
9,567
896
19,556
10,463
30,019
(1,652) 1989
18,989
10,067
37
18,989
10,104
29,093
(1,813) 1989
12,367
4,858
138
12,367
4,996
17,363
(922) 1989
16,407
9,572
32
16,407
9,604
26,011
(1,629) 1989
8,787
12,280
11,576
11,782
6,718
19,075
23,848
5,922
9,198
2,265
5,212
543
8,061
2,037
5,463
381
204
72
262
8,787
7,959
16,746
(847) 1989
12,280
14,661
26,941
(1,439) 1988 / 2020
11,576
11,782
6,718
19,075
2,646
14,222
(561) 1956
5,416
17,198
(868) 1988
615
7,333
(218) 1952
8,323
27,398
(1,495) 1999
—
31,554
23,848
31,554
55,402
(2,840) 2020
2018
2018
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
F-56
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
3340 San Fernando
Road
5725 Eastgate Drive
18115 Main Street
3150 Ana Street
1402 Avenida Del Oro
9607-9623 Imperial
Highway
12200 Bellflower
Boulevard
Storm Parkway
2328 Teller Road
6277-6289 Slauson
Avenue
750 Manville Street
Los Angeles,
CA
San Diego,
CA
Carson, CA
Rancho
Dominguez,
CA
Oceanside,
CA
Downey, CA
Downey, CA
Torrance, CA
Newbury
Park, CA
Commerce,
CA
Compton,
CA
San Diego,
CA
Brea, CA
8985 Crestmar Point
404-430 Berry Way
415-435 Motor Avenue Azusa, CA
508 East E Street
12752-12822 Monarch
Street
1601 Mission Blvd.
2757 Del Amo Blvd.
18250 Euclid Street
701-751 Kingshill
Place
2601-2641 Manhattan
Beach Blvd
2410-2420 Santa Fe
Avenue
11600 Los Nietos
Road
5160 Richton Street
2205 126th Street
Wilmington,
CA
Garden
Grove, CA
Pomona, CA
Rancho
Dominguez,
CA
Fountain
Valley, CA
Carson, CA
Redondo
Beach, CA
Redondo
Beach, CA
Santa Fe
Springs, CA
Montclair,
CA
Hawthorne,
CA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,885
6,543
7,142
15,997
33,006
9,766
14,960
42,178
8,330
2,057
21,987
14,304
27,809
11,454
8,283
6,990
21,047
7,364
10,742
29,404
67,623
10,035
11,116
2,784
1,350
4,566
—
4,380
4,262
18,962
2,073
3,201
7,100
23,016
10,344
3,832
30,333
9,427
147
1,732
776
3,036
34,439
(115)
332
194
4
39
2,770
6,543
7,142
15,997
33,006
147
2,917
(63) N/A
2,064
970
8,607
8,112
(453) 1995
(216) 1988
3,040
19,037
(509) 1957
34,478
67,484
(5,311) 2016
865
1,669
9,766
2,534
12,300
(389) 1974
425
647
14,960
42,178
2,482
22,634
17,442
64,812
(482) 1955
(3,262) 1982 - 2008
1,425
8,330
15,729
24,059
(2,320) 1970 / 2018
730
357
530
1,626
10,880
27,809
12,184
39,993
(1,854) 1962 - 1977
8,283
6,990
21,047
7,364
3,141
11,424
(467) 1977
1,880
6,192
10,880
8,870
27,239
18,244
(384) 1988
(1,074) 1964 - 1967
(74) 1956 / 2022
97
10,742
4,477
15,219
(659) 1988
13,182
298
136
—
3,897
5,288
29,404
67,623
10,035
11,116
23,016
30,333
17,444
19,260
46,848
86,883
(655) 1971
(3,429) 1952
2,209
12,244
(405) 1967
3,201
14,317
(451) 1974
14,241
37,257
(1,573) 1979 / 2020
14,715
45,048
(1,615) 1978
10,300
24,310
13,128
6
24,310
13,134
37,444
(1,556) 1977
2,462
12,033
4,153
7,199
5,200
11,407
4,666
8,203
6,834
6,165
12,033
10,831
22,864
(274) 1976 / 2022
817
747
7,199
11,407
9,020
16,219
(1,073) 2004
7,581
18,988
(1,072) 1998
F-57
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2019
2020
2020
2020
2020
2020
2020
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
876
13,625
6,597
20,222
(963) 1999
11832-11954 La
Cienega Blvd
7612-7642 Woodwind
Drive
960-970 Knox Street
25781 Atlantic Ocean
Drive
720-750 Vernon
Avenue
6687 Flotilla Street
1055 Sandhill Avenue
22895 Eastpark Drive
8745-8775 Production
Avenue
15850 Slover Avenue
15650-15700 Avalon
Blvd
11308-11350 Penrose
Street
11076-11078
Fleetwood Street
12133 Greenstone
Avenue
12772 San Fernando
Road
15601 Avalon Blvd
Gateway Pointe
13943-13955 Balboa
Blvd
Van Nuys Airport
Industrial Center
4039 State Street
10156 Live Oak
Avenue
10694 Tamarind
Avenue
2520 Baseline Road
12211 Greenstone
Avenue
East 27th Street
2750 Alameda Street
29010 Avenue Paine
Hawthorne,
CA
Huntington
Beach, CA
Torrance, CA
Lake Forest,
CA
Azusa, CA
Commerce,
CA
Carson, CA
Yorba Linda,
CA
San Diego,
CA
Fontana, CA
Los Angeles,
CA
Sun Valley,
CA
Sun Valley,
CA
Santa Fe
Springs, CA
Sylmar, CA
Los Angeles,
CA
Whittier, CA
Sylmar, CA
Van Nuys,
CA
Montclair,
CA
Fontana, CA
Fontana, CA
Rialto, CA
Santa Fe
Springs, CA
Los Angeles,
CA
Los Angeles,
CA
Valencia, CA
3,928
13,625
3,712
2,307
—
—
—
—
2,612
—
—
—
—
—
—
—
—
—
10,634
7,324
4,358
14,088
14,501
11,970
5,337
6,471
3,634
22,353
15,884
3,217
5,900
17,302
15,776
132,659
14,965
26,795
—
—
—
—
—
—
—
—
—
91,894
12,829
19,779
8,878
12,513
15,729
40,332
24,644
7,401
5,721
2,901
2,380
1,067
1,638
6,053
—
1,370
1,551
6,452
5,988
10,634
7,324
4,358
14,088
14,501
11,970
5,337
6,471
3,634
133
1,174
831
4
445
6,557
—
1,590
55
9,241
3,034
3,554
13,668
10,878
(420) 2001
(470) 1976
1,898
6,256
(175) 1996
1,642
15,730
(332) 1950
6,498
6,557
20,999
18,527
(745) 1956
— 1973
1,370
6,707
(200) 1986
3,141
6,507
9,612
10,141
22,353
15,229
37,582
(405) 1974 / 2021
(643) 2020
(307)
1962 - 1978 /
2022
11,169
321
15,884
11,490
27,374
(1,239) 1974
1,446
891
3,832
—
154,250
18,484
58,625
15,485
27,186
12,325
16,377
1,636
21,842
5,771
8,168
1,143
5,486
3,217
5,900
2,589
5,806
(202) 1974
6,377
12,277
(34) 1967
894
17,302
4,726
22,028
(454) 1964 / 2013
15,776
132,659
13,235
155,400
29,011
288,059
— 1984
(12,750) 2005 - 2006
26,795
91,894
12,829
19,779
8,878
12,513
15,729
40,332
24,644
7,401
20,426
47,221
(1,747) 2000
60,887
152,781
(5,322) 1961 - 2007
15,557
28,386
(1,319) 2020
28,024
47,803
(2,202) 2020
12,515
16,549
21,393
29,062
(1,032) 2020
(1,359) 2020
1,636
17,365
(270) N/A
22,273
62,605
(2,037) 1961 - 2004
6,494
9,144
31,138
16,545
(740) 1961 - 1980
(728) 2000
13,235
1,150
1,942
2,262
72
838
190
172
—
431
723
976
F-58
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
2020
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
29010 Commerce
Center Drive
13369 Valley Blvd
6635 Caballero Blvd
1235 South Lewis
Street
15010 Don Julian Road
5002-5018 Lindsay
Court
514 East C Street
17907-18001 Figueroa
Street
7817 Woodley Avenue
8888-8992 Balboa
Avenue
9920-10020 Pioneer
Blvd
2553 Garfield Avenue
6655 East 26th Street
560 Main Street
4225 Etiwanda Avenue
12118 Bloomfield
Avenue
256 Alondra Blvd
19007 Reyes Avenue
19431 Santa Fe Avenue
4621 Guasti Road
Valencia, CA
Fontana, CA
Buena Park,
CA
Anaheim, CA
City of
Industry, CA
Chino, CA
Los Angeles,
CA
Los Angeles,
CA
Van Nuys,
CA
San Diego,
CA
Santa Fe
Springs, CA
Commerce,
CA
Commerce,
CA
Orange, CA
Jurupa
Valley, CA
Santa Fe
Springs, CA
Carson, CA
Rancho
Dominguez,
CA
Rancho
Dominguez,
CA
Ontario, CA
North
Hollywood,
CA
12838 Saticoy Street
19951 Mariner Avenue Torrance, CA
Los Angeles,
2425-2535 East 12th
Street
CA
29120 Commerce
Center Drive
Valencia, CA
—
—
—
—
—
—
—
—
10,499
9,675
14,288
16,984
24,017
6,996
9,114
18,065
3,009
5,496
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
20,033
21,345
3,846
5,195
2,660
16,287
16,809
10,377
16,673
10,066
8,198
25,550
17,009
48,409
11,121
13,832
10,393
7,919
1,519
—
5,658
1,205
1,829
4,615
—
2,118
649
1,780
432
15,537
—
371
—
638
5,231
2,185
7,674
40,756
15,799
3
48
106
1,997
1,871
541
4
523
—
3,322
6,977
133
200
130
104
1,392
250
10,499
9,675
14,288
16,984
24,017
6,996
9,114
18,065
5,496
20,033
21,345
3,846
5,195
2,660
16,287
16,809
10,377
13,835
10,441
24,334
20,116
(1,134) 2002
(932) 2005
8,025
22,313
(684) 2003
3,516
20,500
(166) 1956 / 2022
1,871
25,888
(4) 1963
6,199
13,195
(518) 1986
1,209
10,323
(135) 2019
2,352
20,417
(274) 1954 - 1960
4,615
10,111
(171) 1974
3,322
23,355
(3) 1967
9,095
30,440
— 1973 - 1978
782
4,628
(102) 1954
1,980
562
7,175
3,222
(170) 1965
(71) 1973
15,641
31,928
(1,203) 1998
1,392
621
18,201
10,998
(4) 1955
(99) 1954
2020
2020
2020
2020
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2,115
16,673
2,115
18,788
(7) 1969 / 2021
2021
788
429
—
3
10,066
8,198
25,550
17,009
1,426
5,660
11,492
13,858
2,185
7,677
27,735
24,686
(48) 1963
(370) 1988
(264) 1954
(736) 1986
5,290
48,409
46,046
94,455
(2,645) 1988
73
11,121
15,872
26,993
(1,026) 2002
2021
2021
2021
2021
2021
2021
F-59
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
Rancho
Dominguez,
CA
San Diego,
CA
Santa Fe
Springs, CA
Fullerton, CA
Ontario, CA
Wilmington,
CA
Van Nuys,
CA
Torrance, CA
Orange, CA
20304 Alameda Street
4181 Ruffin Road
12017 Greenstone
Avenue
1901 Via Burton
1555 Cucamonga
Avenue
1800 Lomita Blvd
8210-8240 Haskell
Avenue
3100 Lomita Blvd
2401-2421 Glassell
Street
2390-2444 American
Way
500 Dupont Avenue
1801 St Andrew Place
5772 Jurupa Street
Orange, CA
Ontario, CA
Santa Ana,
CA
Ontario, CA
Los Angeles,
CA
2500 Victoria Street
1010 Belmont Street
Ontario, CA
21515 Western Avenue Torrance, CA
12027 Greenstone
Avenue
Santa Fe
Springs, CA
Commerce,
CA
2280 Ward Avenue
20481 Crescent Bay
Drive
6027 Eastern Avenue
340-344 Bonnie Circle Corona, CA
Cerritos, CA
14100 Vine Place
Simi Valley,
CA
Lake Forest,
CA
City of
Industry, CA
City of
Industry, CA
Fontana, CA
City of
Industry, CA
Los Angeles,
CA
334 El Encanto Road
17031-17037 Green
Drive
13512 Marlay Avenue
2800 Casitas Avenue
14940 Proctor Road
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
11,987
30,395
13,408
24,461
20,153
89,711
9,219
124,313
54,554
17,214
36,810
75,978
36,590
232,902
9,078
19,280
8,952
23,494
18,044
40,458
23,301
16,164
9,227
10,781
37,018
28,861
33,154
1,663
3,530
205
—
2,134
542
3,331
65,282
16,599
—
26,489
24,522
20,010
—
5,751
—
469
—
9,506
8,660
24,832
6,054
1,272
3,302
15,365
—
10,833
12
116
1,697
4,137
55
304
11,987
30,395
13,408
24,461
20,153
89,711
1,675
13,662
(164) 1974
3,646
34,041
(573) 1987
1,902
4,137
15,310
28,598
(54) N/A
— 1960
2,189
22,342
(279) 1973
846
90,557
(107) N/A
3,137
(1,493)
9,219
124,313
6,468
63,789
15,687
188,102
— 1962 - 1964
(4,922) 1967 - 1998
164
54,554
16,763
71,317
(1,555) 1987
2,454
461
1,793
11
—
30
1,422
17,214
36,810
75,978
36,590
232,902
9,078
19,280
2,454
26,950
26,315
20,021
—
5,781
1,422
19,668
63,760
102,293
56,611
232,902
14,859
20,702
— N/A
(1,432) 1987
(1,991) 1987
(1,138) 1992
— N/A
(306) 1987
(1) 1991
143
8,952
612
9,564
(49) 1975
23,494
18,044
40,458
23,301
16,164
9,227
10,781
37,018
28,861
33,154
2,667
9,510
12,233
26,161
27,554
52,691
— 1946
(483) 1994
(448) 1979 / 2022
24,837
48,138
(1,262) 1995
6,057
22,221
(312) 1996
1,395
10,622
(96) 1960
3,378
15,525
14,159
52,543
(184) 1968
(744) 1960
70
28,931
— 1962
11,086
44,240
(461) 1999
2,667
4
3,573
5
3
123
76
160
70
253
F-60
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
2021
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
24903 Avenue Kearny
19475 Gramercy Place Torrance, CA
14005 Live Oak
Avenue
13700-13738 Slover
Avenue
Irwindale,
CA
4240 190th Street
2391-2393 Bateman
Avenue
1168 Sherborn Street
3071 Coronado Street
8911 Aviation Blvd
1020 Bixby Drive
444 Quay Avenue
18455 Figueroa Street
Meggitt Simi Valley
21415-21605 Plummer
Street
1501-1545 Rio Vista
Avenue
17011-17027 Central
Avenue
2843 Benet Road
14243 Bessemer Street
2970 East 50th Street
19900 Plummer Street
Long Beach Business
Park
13711 Freeway Drive
6245 Providence Way
7815 Van Nuys Blvd
Torrance, CA
Irwindale,
CA
Corona, CA
Anaheim, CA
Los Angeles,
CA
City of
Industry, CA
Los Angeles,
CA
Los Angeles,
CA
Santa Clarita,
CA
Fontana, CA
Simi Valley,
CA
Chatsworth,
CA
Los Angeles,
CA
Carson, CA
Oceanside,
CA
Van Nuys,
CA
Vernon, CA
Chatsworth,
CA
Long Beach,
CA
Santa Fe
Springs, CA
Eastvale, CA
Panorama
City, CA
Santa Fe
Springs, CA
Ontario, CA
13535 Larwin Circle
1154 Holt Blvd
900-920 Allen Avenue Glendale, CA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
67,982
13,363
13,747
29,862
27,138
10,067
10,926
57,186
22,468
9,753
20,387
14,457
32,102
33,119
16,138
22,235
3,459
5,229
—
13,845
21,664
34,175
6,075
19,837
14,580
7,222
20,499
9,882
9,811
9,796
—
4,780
6,046
—
7,420
34,074
1,678
4,324
—
26,338
4,724
11,951
8,241
11,559
1,807
6,082
890
2,960
892
3,777
6,450
2,750
7,009
6,176
18
—
7
564
310
19
359
24
316
1,772
133
216
—
24
Land
(2)
67,982
13,363
13,747
29,862
27,138
10,067
10,926
57,186
22,468
9,753
20,387
14,457
32,102
33,119
9,900
77,882
(517) 1966
9,811
9,803
564
23,174
23,550
30,426
(397) 2005
(400) 2004
(3) 1973
5,090
32,228
(241) 1971
6,065
16,132
(274) 1977
359
11,285
(4) 1992
7,444
64,630
(423) 1978
34,390
3,450
56,858
13,203
(1,195) 1988
(65) 1982 / 2022
4,457
24,844
(377) 1992
216
14,673
(2) 1982
26,338
58,440
(947) 1984 / 2005
4,748
37,867
(444) 1986
351
16,138
12,302
28,440
(382) 2003
22,235
8,241
30,476
(267) 1979
3,459
5,229
—
13,845
21,664
34,175
6,075
19,837
14,580
7,222
20,499
11,559
15,018
(347) 1987
1,807
6,082
7,036
6,082
(61) 1987
(192) 1949
1,150
14,995
(103) 1983
3,107
24,771
(182) 1973 - 1976
1,104
3,777
35,279
9,852
(38) 1963
(133) 2018
6,498
26,335
(211) 1960
2,771
7,021
6,176
17,351
14,243
26,675
(101) 1987
(188) 2021
(180) 1942 - 1995
—
—
—
—
260
147
212
—
48
21
12
—
F-61
2021
2021
2021
2021
2021
2021
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at
Close of Period
1550-1600
Champagne Avenue
Ontario, CA
10131 Banana Avenue Fontana, CA
2020 Central Avenue
14200-14220 Arminta
Street
1172 Holt Blvd
1500 Raymond
Avenue
2400 Marine Avenue
14434-14527 San
Pedro Street
20900 Normandie
Avenue
15771 Red Hill
Avenue
14350 Arminta Street
29125 Avenue Paine
3935-3949 Heritage
Oak Court
4325 Etiwanda Avenue
Merge-West
6000-6052 & 6027-
6029 Bandini Blvd
3901 Via Oro Avenue
15650 Don Julian
Road
15700 Don Julian
Road
17000 Gale Avenue
17909 & 17929
Susana Road
2880 Ana Street
Compton,
CA
Panorama,
CA
Ontario, CA
Fullerton, CA
Redondo
Beach, CA
Los Angeles,
CA
Torrance, CA
Tustin, CA
Panorama
City, CA
Valencia, CA
Simi Valley,
CA
Los Angeles,
CA
Torrance, CA
Commerce,
CA
Jurupa
Valley, CA
Eastvale, CA
Commerce,
CA
Long Beach,
CA
City of
Industry, CA
City of
Industry, CA
City of
Industry, CA
Compton,
CA
Rancho
Dominguez,
CA
620 Anaheim Street
400 Rosecrans Avenue Gardena, CA
3547-3555 Voyager
Street
6996-7044 Bandini
Blvd
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
29,768
25,795
11,402
50,184
9,439
46,117
21,686
50,239
26,136
31,853
5,715
20,388
23,693
15,550
8,642
19,809
39,403
31,286
251,443
69,162
18,519
9,867
10,252
7,190
26,786
34,987
19,702
1,248
676
33,691
8,504
—
7,290
1,985
13,942
8,431
2,880
24,125
33,149
2,230
—
924
1,574
18,730
206,055
25,490
953
5,818
5,996
4,929
—
—
10
36
—
—
11
29,768
25,795
11,402
50,184
9,439
19,712
1,284
49,480
27,079
(509) 1989
(67) N/A
676
12,078
(41) 1972
33,691
8,515
83,875
17,954
(846) 2006
(214) 2021
1,832
46,117
1,832
47,949
— n/a
7
329
7
9
—
—
—
732
349
49
—
—
—
—
21,686
50,239
26,136
31,853
5,715
20,388
23,693
15,550
8,642
19,809
39,403
7,297
28,983
(316) 1964
2,314
52,553
(85) 1971
13,949
40,085
(327) N/A
8,440
40,293
(306) 1979 / 2016
2,880
24,125
8,595
44,513
(67) 2006
(557) 2006
33,149
56,842
(730) 1999
2,962
349
18,512
8,991
(56) 1984
— 1967
973
20,782
(33) 1986
1,574
40,977
(47) 1968
31,286
251,443
18,730
206,055
50,016
457,498
(357) 1998
(3,647) 2022
69,162
25,490
94,652
(501) 2016
123
18,519
1,076
19,595
(104) 1983
9,867
10,252
7,190
26,786
5,818
15,685
(93) 2003
5,996
16,248
(96) 2001
4,929
12,119
(77) 2008
91
26,877
— 1970 - 1973
34,987
62
35,049
— 1970
—
—
—
91
62
F-62
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
Property Address
Location
Encumbrances
Land
Building and
Improvements
Building and
Improvements
Land
(2)
Building &
Improvements
(2)
Total
Accumulated
(3)
Depreciation
Year Build /
Year
Renovated
Year
Acquired
Initial Cost
Costs
Capitalized
Subsequent to
(1)
Acquisition
Gross Amounts at Which Carried at Close
of Period
920 Pacific Coast
Highway
21022 & 21034
Figueroa Street
13301 Main Street
20851 Currier Road
3131 Harcourt Street
& 18031 Susana
Road
14400 Figueroa
Street
2130-2140 Del Amo
Blvd
19145 Gramercy
Place
20455 Reeves
Avenue
14874 Jurupa
Avenue
10660 Mulberry
Avenue
755 Trademark
Circle
4500 Azusa Canyon
Road
7817 Haskell Avenue
Investments in real
estate
Wilmington,
CA
Carson, CA
Los Angeles,
CA
City of
Industry, CA
Compton,
CA
Los Angeles,
CA
Carson, CA
Torrance, CA
Carson, CA
Fontana, CA
Fontana, CA
Corona, CA
Irwindale,
CA
Van Nuys,
CA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
80,121
15,551
40,434
12,549
26,268
43,929
35,494
32,965
40,291
29,738
8,744
5,685
35,173
10,565
21,516
8,871
11,915
9,471
1,419
6,011
5,246
5,894
6,050
29,627
3,024
4,910
4,991
976
—
—
—
80,121
15,551
40,434
21,516
101,637
(254) 1954
8,871
24,422
(96) 2002
11,915
52,349
(140) 1989
292
12,549
9,763
22,312
— 1999
—
—
—
—
—
—
—
—
—
—
26,268
43,929
35,494
32,965
40,291
29,738
8,744
5,685
35,173
10,565
1,419
27,687
(13) 1970
6,011
49,940
(36) 1967
5,246
40,740
(10) 1980
5,894
38,859
(15) 1977
6,050
46,341
(13) 1982
29,627
59,365
(47) 2019
3,024
11,768
4,910
10,595
(6) 1990
(8) 2001
4,991
40,164
(13) 1950
976
11,541
(3) 1960
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
2022
$
65,515 $ 5,843,731 $
3,050,968 $
580,212
$ 5,841,195 $
3,629,192 $ 9,470,387 $
(614,332)
Note: As of December 31, 2022, the aggregate cost for federal income tax purposes of investments in real estate was approximately $8.8 billion.
(1) Costs capitalized subsequent to acquisition are net of the write-off of fully depreciated assets and include construction in progress.
(2) During 2009, we recorded impairment charges totaling $19.6 million in continuing operations (of which $9.5 million relates to properties still owned by us) to
write down our investments in real estate to fair value. Of the $9.5 million, $2.4 million is included as a reduction of “Land” in the table above, with the
remaining $2.1 million included as a reduction of “Buildings and Improvements”.
(3) The depreciable life for buildings and improvements typically ranges from 10-30 years for buildings, 5-25 years for site improvements, and the shorter of the
estimated useful life or respective lease term for tenant improvements.
(4) As of December 31, 2022, these six properties secure the $60 Million Term Loan Facility.
(5) Safari Business Park consists of 16 buildings with the following addresses: 1845, 1885, 1901-1957 and 2037-2077 Vineyard Avenue; 1906-1946 and 2048-
2058 Cedar Street; 1900-1956, 1901-1907, 1911-1951, 2010-2020 and 2030-2071 Lynx Place; 1810, 1840-1898, 1910-1960 and 2030-2050 Carlos Avenue;
2010-2057 and 2060-2084 Francis Street.
F-63
The following tables reconcile the historical cost of total real estate held for investment and accumulated depreciation from January 1, 2020 to December 31,
2022 (in thousands):
Total Real Estate Held for Investment
Balance, beginning of year
Acquisition of investment in real estate
Construction costs and improvements
Disposition of investment in real estate
Properties held for sale
Write-off of fully depreciated assets
Balance, end of year
Accumulated Depreciation
Balance, beginning of year
Depreciation of investment in real estate
Disposition of investment in real estate
Properties held for sale
Write-off of fully depreciated assets
Balance, end of year
2022
Year Ended December 31,
2021
2020
6,931,072 $
2,395,518
146,508
—
—
(2,711)
9,470,387 $
4,947,955 $
1,912,076
106,721
(20,034)
(13,661)
(1,985)
6,931,072 $
2022
Year Ended December 31,
2021
2020
(473,382) $
(143,661)
—
—
2,711
(614,332) $
(375,423) $
(112,679)
6,078
6,657
1,985
(473,382) $
3,698,390
1,210,289
84,392
(34,068)
(10,353)
(695)
4,947,955
(296,777)
(86,159)
5,270
1,548
695
(375,423)
$
$
$
$
F-64
Exhibit 10.30
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is entered into as of
January 13, 2023 (the “Effective Date”), among REXFORD INDUSTRIAL REALTY, L.P., a Maryland limited partnership (“Borrower”),
REXFORD INDUSTRIAL REALTY, INC., a Maryland corporation (“Parent”), each Lender that is a signatory hereto, BANK OF AMERICA,
N.A., as Administrative Agent (in such capacity, “Administrative Agent”) and an L/C Issuer and JPMorgan Chase Bank, N.A., as an L/C Issuer.
R E C I T A L S
A. Reference is hereby made to that certain Fourth Amended and Restated Credit Agreement, dated as of May 26, 2022 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), executed by Borrower, Parent, the
lenders party thereto, and Bank of America, N.A., as Administrative Agent and an L/C Issuer and JPMorgan Chase Bank, N.A., as an L/C
Issuer, (Administrative Agent, L/C Issuers, and Lenders are individually referred to herein as a “Credit Party” and collectively referred to
herein as the “Credit Parties”).
B. Borrower, Parent, Administrative Agent and the Lenders have agreed, upon the following terms and conditions, to amend the Credit
Agreement as provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. DEFINED TERMS; REFERENCES. Unless otherwise specifically defined herein, each term used herein that is defined in the
Credit Agreement shall have the meaning assigned to such term in the Credit Agreement.
2. AMENDMENT TO CREDIT AGREEMENT. Section 1.01 of the Credit Agreement is hereby amended to delete the definition
of “KPI” in its entirety and replace such definition with the following:
“KPI” means, as to any calendar year, the square footage of LEED Certified Properties in such calendar year, as a percentage of
the total square footage of all Properties. For purposes of calculating the KPI, any net change greater than ten percent (10%) of total square footage
of all Properties as of the last day of the then most-recently ended Calculation Period that have been sold or otherwise disposed of or have been
acquired by Borrower or its Subsidiaries, in each case, in such calendar year, shall be excluded from both the numerator and the denominator of the
calculation of the KPI.
3. Amendments to other Loan Documents.
(a) All references in the Loan Documents to the Credit Agreement shall henceforth include references to the Credit Agreement,
as modified and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or
increased.
(b) Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary,
even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.
4. Effectiveness. This Amendment shall be deemed effective upon satisfaction of the following conditions precedent on or before the
Effective Date:
(a) Administrative Agent receives fully executed counterparts of this Amendment signed by the Loan Parties, the Lenders,
Administrative Agent and the L/C Issuers;
(b) after giving effect to this Amendment, no Default exists; and
(c) the representations and warranties set forth in this Amendment are true and correct in all material respects (without
duplication of any materiality standards set forth therein).
5. Ratifications. Each Loan Party (a) ratifies and confirms all provisions of the Loan Documents as amended by this Amendment, (b)
ratifies and confirms that all guaranties and assurances, granted, conveyed, or assigned to the Credit Parties under the Loan
Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee and assure full
payment and performance of all present and future Obligations, and (c) agrees to perform such acts and duly authorize, execute,
acknowledge, deliver, file, and record such additional documents, and certificates as Administrative Agent may reasonably request
in order to create, perfect, preserve, and protect those guaranties, assurances, and liens.
6. Representations. Each Loan Party represents and warrants to the Credit Parties that as of the Effective Date: (a) this Amendment
has been duly authorized, executed, and delivered by each Loan Party; (b) no action of, or filing with, any Governmental Authority
is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by any Loan Party of
this Amendment, except for actions or filings which have been duly obtained, taken, given or made and are in full force and effect;
(c) the Loan Documents, as amended by this Amendment, are valid and binding upon each Loan Party and are enforceable against
each Loan Party in accordance with their respective terms, except as limited by Debtor Relief Laws and by general principles of
equity; (d) the execution, delivery, and performance by each Loan Party of this Amendment do not (i) conflict with or result in any
breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any material Contractual
Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its
Subsidiaries or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which
such Loan Party or its property is subject; or (ii) violate in any material respect any applicable Law; (e) all representations and
warranties in the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers
therein), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be
true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except
that the representations and warranties contained in subsections (a) and (b) of Section 7.05 shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01; and (f) no Default exists.
7. Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Credit Agreement and the other
Loan Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain
enforceable and binding in accordance with their respective terms.
8. Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include
each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this
Amendment must be construed -- and its performance enforced -- under New York law, and (d) if any part of this Amendment is for
any reason found to be unenforceable, all other portions of it nevertheless remain enforceable.
9. Electronic Execution; Electronic Records; Counterparts.
(a) This Amendment, any Loan Document and any other Communication, including Communications required to be in writing,
may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and
each of Administrative Agent and the Credit Parties agree that any Electronic Signature on or associated with any
Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any
Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person
enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original
signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient,
including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the
avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually
signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an
electronically signed Communication converted into another format, for transmission, delivery and/or retention.
Administrative Agent and each of the Credit Parties may, at its option, create one or more Electronic Copies, which shall be
deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All
Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all
purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything
contained herein to the contrary, neither Administrative Agent nor any L/C Issuer is under any obligation to accept an
Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures
approved by it; provided, further, without limiting the foregoing, (a) to the extent Administrative Agent and/or an L/C
Issuer has agreed to accept such Electronic Signature, Administrative Agent and each of the Credit Parties shall be entitled
to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party
without further verification and (b) upon the request of Administrative Agent or any Credit Party, any Electronic Signature
shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and
“Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended
from time to time.
(b) The Credit Parties shall neither be responsible for nor have any duty to ascertain or inquire into the sufficiency, validity,
enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document (including,
for the avoidance of doubt, in connection with Administrative Agent’s or the applicable L/C Issuer’s reliance on any
Electronic Signature
transmitted by telecopy, emailed .pdf or any other electronic means). The Credit Parties shall be entitled to rely on, and
shall incur no liability under or in respect of this Agreement by acting upon, any Communication (which writing may be a
fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic
Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or
otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Guaranty for being the
maker thereof).
(c) Each Loan Party and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity
or enforceability of this Amendment, any other Loan Document based solely on the lack of paper original copies of this
Amendment, such other Loan Document, and (ii) waives any claim against Administrative Agent, each Credit Party and
each Related Party for any liabilities arising solely from Administrative Agent’s and/or any Credit Party’s reliance on or use
of Electronic Signatures, including any liabilities arising as a result of
the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any
Electronic Signature.
10. Parties. This Amendment binds and inures to the Loan Parties and the Credit Parties and their respective successors and permitted
assigns.
11. Entireties. The Credit Agreement as amended by this Amendment represents the final agreement between the parties about
the subject matter of the Credit Agreement as amended by this Amendment and may not be contradicted by evidence of
prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the
parties.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
EXECUTED as of the date first stated above.
BORROWER:
REXFORD INDUSTRIAL REALTY, L.P.,
a Maryland limited partnership
By:
By:
By:
REXFORD INDUSTRIAL REALTY, INC.
a Maryland corporation,
its General Partner
/s/ Michael Frankel
Michael Frankel, Co-Chief Executive Officer
/s/ Laura Clark
Laura Clark, Chief Financial Officer
PARENT:
REXFORD INDUSTRIAL REALTY, INC.
a Maryland corporation,
By:
By:
/s/ Michael Frankel
Michael Frankel, Co-Chief Executive Officer
/s/ Laura Clark
Laura Clark, Chief Financial Officer
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent
By:
/s/ Teresa Weirath
Name: Teresa Weirath
Title: Vice President
LENDERS:
BANK OF AMERICA, N.A., as a Lender and an L/C
Issuer
By:
/s/ Henry Yang
Name: Henry Yang
Title: Vice President
CAPITAL ONE, NATIONAL ASSOCIATION, as a
Lender
By:
/s/ Dennis Haydel
Name: Dennis Haydel
Title: Vice President
CITIZENS BANK, NATIONAL ASSOCIATION, as a
Lender
By:
/s/ Nan E. Delahunt
Name: Nan E. Delahunt
Vice President
GOLDMAN SACHS BANK USA, as a Lender
By:
/s/ Keshia Leday
Name: Keshia Leday
Title: Authorized Signatory
JPMORGAN CHASE BANK, N.A., as a Lender and an
L/C Issuer
By:
/s/ Cody Canafax
Cody A. Canafax / Vice President
MIZUHO BANK, LTD., as a Lender
By:
/s/ Donna DeMagistris
Donna DeMagistris; Executive Director
PNC BANK, NATIONAL ASSOCIATION, as a
Lender
By:
/s/ David C. Drouillard
Name: David C. Drouillard
Title: Senior Vice President
REGIONS BANK, as a Lender
By:
/s/ Walter Rivadeneira
Walter Rivadeneira
Senior Vice President
THE BANK OF NOVA SCOTIA, as a Lender
By:
/s/ Sacha Boxill
Sacha Boxill
Director, Corporate Banking
U.S. Real Estate, Gaming, and Leisure
TRUIST BANK, as a Lender
By:
/s/ C. Vincent Hughes, Jr.
C. Vincent Hughes, Jr.
Director
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:
/s/ Michael F. Diemer
Name: Michael F. Diemer
Title: Senior Vice President
WELLS FARGO BANK N.A., as a Lender
By:
/s/ Cristina Johnnie
Cristina Johnnie
Vice President
SUBSIDIARIES OF REXFORD INDUSTRIAL REALTY, INC.
Name
Rexford Industrial Realty, L.P.
REXFORD INDUSTRIAL REALTY AND MANAGEMENT, INC.
Jurisdiction of Formation/Incorporation
Maryland
California
Exhibit 21.1
Exhibit 22.1
As of December 31, 2022, the following subsidiary was the issuer of the 2.125% Senior Notes due 2030 and the 2.150% Senior Notes due 2031, which are both
guaranteed by Rexford Industrial Realty, Inc.
List of Issuers of Guaranteed Securities
Name of Subsidiary
Rexford Industrial Realty, L.P.
Jurisdiction of Organization
Maryland
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23.1
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-8 No. 333-190074) pertaining to the Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive
Award Plan;
(2) Registration Statement (Form S-3 No. 333-197849) of Rexford Industrial Realty, Inc.;
(3) Registration Statement (Form S-3 No. 333-249932) of Rexford Industrial Realty, Inc.; and
(4) Registration Statement (Form S-8 No. 333-258204) pertaining to the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford
Industrial Realty, L.P. 2013 Incentive Award Plan;
of our reports dated February 10, 2023 with respect to the consolidated financial statements and schedule of Rexford Industrial Realty, Inc. and the effectiveness of
internal control over financial reporting of Rexford Industrial Realty, Inc. included in this Annual Report (Form 10-K) of Rexford Industrial Realty, Inc. for the
year ended December 31, 2022.
/s/ Ernst & Young LLP
Los Angeles, California
February 10, 2023
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael S. Frankel, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Rexford Industrial Realty, Inc.;
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;
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;
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
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;
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;
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
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
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
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
February 10, 2023
By:
/s/ Michael S. Frankel
Michael S. Frankel
Co-Chief Executive Officer
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Howard Schwimmer, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Rexford Industrial Realty, Inc.;
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;
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;
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
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;
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;
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
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
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
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
February 10, 2023
By:
/s/ Howard Schwimmer
Howard Schwimmer
Co-Chief Executive Officer
Exhibit 31.3
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Laura E. Clark, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Rexford Industrial Realty, Inc.;
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;
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;
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
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;
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;
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
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
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
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
February 10, 2023
By:
/s/ Laura E. Clark
Laura E. Clark
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Rexford Industrial Realty, Inc. (the “Company”) for the year ended December 31, 2022 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Michael S. Frankel, Co-Chief Executive Officer of the Company, hereby certify,
pursuant to 18 U.S.C §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)
(2)
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Michael S. Frankel
Michael S. Frankel
Co-Chief Executive Officer
February 10, 2023
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Rexford Industrial Realty, Inc. (the “Company”) for the year ended December 31, 2022 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Howard Schwimmer, Co-Chief Executive Officer of the Company, hereby certify,
pursuant to 18 U.S.C §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)
(2)
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Howard Schwimmer
Howard Schwimmer
Co-Chief Executive Officer
February 10, 2023
Exhibit 32.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Rexford Industrial Realty, Inc. (the “Company”) for the year ended December 31, 2022 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Laura E. Clark, Chief Financial Officer of the Company, hereby certify, pursuant to 18
U.S.C §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)
(2)
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Laura E. Clark
Laura E. Clark
Chief Financial Officer
February 10, 2023