UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission file number 001-34603
Terreno Realty Corporation
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of
Incorporation or Organization)
101 Montgomery Street, Suite 200
San Francisco, CA
(Address of Principal Executive Offices)
27-1262675
(I.R.S. Employer
Identification Number)
94104
(Zip Code)
Registrant’s telephone number, including area code: (415) 655-4580
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $0.01 par value per share
Trading Symbol
(s)
TRNO
Name of Each Exchange on Which Registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 ☒
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
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 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. 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
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
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. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price, as reported by the New York Stock
Exchange, at which the common equity was last sold, as of June 30, 2020, the last business day of the Registrant’s most recently completed second fiscal quarter:
$3,515,418,272. (For this computation, the Registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and
directors of the Registrant. Such exclusion shall not be deemed to constitute and admission that any such person is an affiliate of the Registrant).
The registrant had 68,646,910 shares of its common stock, $0.01 par value per share, outstanding as of February 8, 2021.
Documents Incorporated by Reference
Part III of this Annual Report on Form 10-K incorporates by reference portions of Terreno Realty Corporation’s Proxy Statement for its 2021 Annual Meeting of Stockholders,
which the registrant anticipates will be filed with the Securities and Exchange Commission no later than 120 days after the end of its 2020 fiscal year pursuant to Regulation
14A.
Terreno Realty Corporation
Annual Report on Form 10-K
for the Year Ended December 31, 2020
Table of Contents
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
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 and Financial Statement Schedules
Index to Financial Statements
Form 10-K Summary
Exhibit Index
Signatures
Part I:
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
Part II:
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Part III:
Item 10
Item 11
Item 12
Item 13
Item 14
Part IV:
Item 15
Item 16
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). We caution investors that forward-looking statements are based on management’s beliefs and on assumptions made by, and information currently available
to, management. When used, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “project”, “result”, “should”, “will”,
“seek”, “target”, “see”, “likely”, “position”, “opportunity”, “outlook”, “potential”, “enthusiastic”, “future” and similar expressions which do not relate solely to
historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees
of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors, that are beyond our control. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or
projected. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events, or otherwise,
except as required by law. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the
time they are made, to anticipate future results or trends.
Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by
forward-looking statements include, among others, the following:
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the factors included in this Annual Report on Form 10-K, including those set forth under the headings “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, which you should interpret as being heightened as a result of the numerous and ongoing
adverse impacts of the novel coronavirus ("COVID-19");
our ability to identify and acquire industrial properties on terms favorable to us;
general volatility of the capital markets and the market price of our common stock;
adverse economic or real estate conditions or developments in the industrial real estate sector and/or in the markets in which we acquire properties;
our dependence on key personnel and our reliance on third-party property managers;
our inability to comply with the laws, rules and regulations applicable to companies, and in particular, public companies;
our ability to manage our growth effectively;
tenant bankruptcies and defaults on, or non-renewal of, leases by tenants;
decreased rental rates or increased vacancy rates;
increased interest rates and operating costs;
the potential discontinuation of London Interbank Offered Rate (“LIBOR”);
declining real estate valuations and impairment charges;
our expected leverage, our failure to obtain necessary outside financing, and existing and future debt service obligations;
our ability to make distributions to our stockholders;
our failure to successfully hedge against interest rate increases;
our failure to successfully operate acquired properties;
risks relating to our real estate redevelopment, renovation and expansion strategies and activities;
the ongoing impact of COVID-19 on the U.S., regional and global economies and the business, financial condition and results of operations of our
Company and our tenants;
our failure to qualify or maintain our status as a real estate investment trust (“REIT”), and possible adverse changes to tax laws;
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uninsured or underinsured losses and costs relating to our properties or that otherwise result from future litigation;
environmental uncertainties and risks related to natural disasters;
financial market fluctuations; and
changes in real estate and zoning laws and increases in real property tax rates.
PART I
Item 1. Business.
Overview
Terreno Realty Corporation (“Terreno”, and together with its subsidiaries, “we”, “us”, “our”, “our Company” or “the Company”) acquires, owns and
operates industrial real estate in six major coastal U.S. markets: Los Angeles, Northern New Jersey/New York City, San Francisco Bay Area, Seattle, Miami, and
Washington, D.C. We invest in several types of industrial real estate, including warehouse/distribution (approximately 82.0% of our total annualized base rent as of
December 31, 2020), flex (including light industrial and research and development, or R&D) (approximately 5.0%), transshipment (approximately 5.3%) and
improved land (approximately 7.7%). We target functional properties in infill locations that may be shared by multiple tenants and that cater to customer demand
within the various submarkets in which we operate. Infill locations are geographic locations surrounded by high concentrations of already developed land and
existing buildings. As of December 31, 2020, we owned a total of 222 buildings aggregating approximately 13.2 million square feet, 25 improved land parcels
consisting of approximately 91.5 acres and one property under redevelopment expected to contain approximately 0.2 million square feet upon completion. As of
December 31, 2020, the buildings and improved land parcels were approximately 97.8% and 98.6% leased, respectively, to 488 customers, the largest of which
accounted for approximately 5.4% of our total annualized base rent.
We are an internally managed Maryland corporation and elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of
1986, as amended, or the Code, commencing with our taxable year ended December 31, 2010.
Our Investment Strategy
We acquire, own and operate industrial real estate in six major coastal U.S. markets: Los Angeles, Northern New Jersey/New York City, San Francisco Bay
Area, Seattle, Miami, and Washington, D.C.
As described in more detail below, we invest in several types of industrial real estate, including warehouse/distribution, flex (including light industrial and
R&D), transshipment and improved land. We target functional properties in infill locations that may be shared by multiple tenants and that cater to customer
demand within the various submarkets in which we operate.
Industrial Facility General Characteristics
Warehouse / distribution (approximately 82.0% of our total annualized base rent as of December 31, 2020)
Single and multiple tenant facilities that typically serve tenants greater than 10,000 square feet of space
Generally less than 20% office space
Typical clear height from 18 feet to 36 feet
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• May include production/manufacturing areas
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Interior access via dock-high and/or grade-level doors
Truck court for large and small truck distribution options, possibly including staging for a high volume of truck activity and/or trailer storage
Flex (including light industrial and R&D, approximately 5.0% of our total annualized base rent as of
December 31, 2020)
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Single and multiple tenant facilities that typically serve tenants less than 10,000 square feet of space
Facilities generally accommodate both office and warehouse/manufacturing activities
Typically has a larger amount of office space and shallower bay depths than warehouse/distribution facilities
Parking consistent with increased office use
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Interior access via grade-level and/or dock-high doors
Staging for moderate truck activity
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• May include a showroom, service center, or assembly/light manufacturing component
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Enhanced landscaping
Transshipment (approximately 5.3% of our total annualized base rent as of December 31, 2020)
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Includes truck terminals and other transshipment facilities, which serve both single and multiple tenants
Typically has a high number of dock-high doors, shallow bay depth and lower clear height
Staging for a high volume of truck activity and trailer storage
Improved land (approximately 7.7% of our total annualized base rent as of December 31, 2020)
Used for industrial outdoor storage, including truck, trailer and car parking
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• May be redeveloped in the future
We selected our target markets by drawing upon the experience of our executive management investing and operating in over 50 global industrial markets
located in North America, Europe and Asia, the fundamentals of supply and demand, and in anticipation of trends in logistics patterns resulting from population
changes, regulatory and physical constraints, changes in technology, e-commerce, the economic and environmental benefits of reducing vehicle miles traveled and
other factors. We believe that our target markets have attractive long-term investment attributes. We target assets with characteristics that include, but are not
limited to, the following:
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Located in high population coastal markets;
Close proximity to transportation infrastructure (such as sea ports, airports, highways and railways);
Situated in supply-constrained submarkets with barriers to new industrial development, as a result of physical and/or regulatory constraints;
Functional and flexible layout that can be modified to accommodate single and multiple tenants;
Acquisition price at a discount to the replacement cost of the property;
Potential for enhanced return through re-tenanting or operational or physical improvements; and
Opportunity for higher and better use of the property over time.
In general, we prefer to utilize local third-party property managers for day-to-day property management. We believe outsourcing property management is
cost effective, provides us with operational flexibility and is a source of acquisition opportunities. We have directly managed certain of our properties in the past
and may do so in the future if we determine such direct property management is in our best interest.
We have no current intention to acquire undeveloped or unimproved industrial land or to pursue greenfield ground-up development. Nevertheless, we pursue
redevelopment, renovation and expansion opportunities of properties that we own, acquire properties and improved land parcels with the intent to redevelop in the
near-term, and acquire adjacent land to expand our existing facilities.
We expect that we will continue to acquire the significant majority of our investments as equity interests in individual properties or portfolios of properties.
We may acquire industrial properties through the acquisition of other corporations or entities that own industrial real estate. We will opportunistically make
investments in debt secured by industrial real estate that would otherwise meet our investment criteria with the intention of ultimately acquiring the underlying real
estate. We currently do not intend to target specific percentages of holdings of particular types of industrial properties. This expectation is based upon prevailing
market conditions and may change over time in response to different prevailing market conditions.
The properties we acquire may be stabilized (fully leased) or unstabilized (have near term lease expirations or be partially or fully vacant). During the period
from February 16, 2010 to December 31, 2020, we have stabilized 85 properties.
We sell properties from time to time when we believe the prospective total return from a property is particularly low relative to its market value or the
market value of the property is significantly greater than its estimated replacement cost. Capital from such sales is reinvested into properties that are expected to
provide better prospective returns or returned to shareholders. We have disposed of 23 properties since inception in 2010 for an aggregate sales price of
approximately $364.7 million and a total gain of approximately $119.9 million.
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Competitive Strengths
We believe we distinguish ourselves from our competitors through the following competitive advantages:
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Focused Investment Strategy. We invest exclusively in six major coastal U.S. markets and focus on infill locations. We selected our six target markets
based upon the experience of our executive management investing and operating in over 50 global industrial markets located in North America, Europe
and Asia, the fundamentals of supply and demand, and in anticipation of trends in logistics patterns resulting from population changes, regulatory and
physical constraints, changes in technology, e-commerce, the economic and environmental benefits of reducing vehicle miles traveled and other factors.
We have no current intention to acquire undeveloped or unimproved land or pursue greenfield ground-up development, but we pursue redevelopment,
renovation and expansion activities.
• Highly Aligned Compensation Structure. We believe that executive compensation should be closely aligned with long-term stockholder value creation.
As a result, the long-term performance-based equity incentive compensation of our executive officers is based exclusively on our total shareholder return
exceeding the total shareholder return of the MSCI U.S. REIT Index (RMS) or the FTSE National Association of Real Estate Investment Trusts (“Nareit”)
Equity Industrial Index.
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Commitment to Strong Corporate Governance. We are committed to strong corporate governance, as demonstrated by the following:
all members of our board of directors serve annual terms;
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– we have adopted a majority voting standard in non-contested director elections;
– we have opted out of three Maryland anti-takeover provisions and, in the future, we may not opt back in to these provisions without stockholder
approval;
– we designed our ownership limits solely to protect our status as a REIT and not for the purpose of serving as an anti-takeover device; and
– we have no stockholder rights plan. In the future, we will not adopt a stockholder rights plan unless our stockholders approve in advance the
adoption of such a plan or, if adopted by our board of directors, we will submit the stockholder rights plan to our stockholders for a ratification vote
within 12 months of adoption or the plan will terminate.
Our Financing Strategy
The primary objective of our financing strategy is to maintain financial flexibility with a conservative capital structure using retained cash flows, proceeds
from dispositions of properties, long-term debt and the issuance of common and perpetual preferred stock to finance our growth. Over the long term, we intend to:
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limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding perpetual preferred
stock to less than 35% of our total enterprise value;
• maintain a fixed charge coverage ratio in excess of 2.0x;
• maintain a debt-to-adjusted EBITDA ratio below 6.0x;
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limit the principal amount of our outstanding floating rate debt to less than 20% of our total consolidated indebtedness; and
have staggered debt maturities that are aligned to our expected average lease term (5-7 years), positioning us to re-price parts of our capital structure as
our rental rates change with market conditions.
We intend to preserve a flexible capital structure with a long-term goal to maintain our investment grade rating and be in a position to issue additional
unsecured debt and additional perpetual preferred stock. Fitch Ratings assigned us an issuer rating of BBB with a stable outlook. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. There can be no assurance
that we will be able to maintain our current credit rating. Our credit rating can affect the amount and type of capital we can access, as well as the terms of any
financings we may obtain. In the event our current credit rating is downgraded, it may become difficult or expensive to obtain additional financing or refinance
existing obligations and commitments. We intend to primarily utilize senior unsecured notes, term loans, credit facilities, dispositions of properties, common stock
and perpetual preferred stock. We may also assume debt in connection with property acquisitions which may have a higher loan-to-value ratio.
Our Corporate Structure
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We are a Maryland corporation formed on November 6, 2009 and have been publicly held and subject to U.S. Securities and Exchange Commission ("SEC")
reporting obligations since 2010. We are not structured as an Umbrella Partnership Real Estate Investment Trust, or UPREIT, although we could put in place a
similar structure to facilitate an acquisition if needed. We currently own our properties indirectly through subsidiaries and may utilize one or more taxable REIT
subsidiaries as appropriate.
Our Tax Status
We elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with our taxable year ended December 31, 2010. We believe that
our organization and method of operation has enabled and will continue to enable us to meet the requirements for qualification and taxation as a REIT for federal
income tax purposes. To maintain REIT status we must meet a number of organizational and operational requirements, including a requirement that we annually
distribute at least 90% of our net taxable income to our stockholders, excluding net capital gains. As a REIT, we generally will not be subject to federal income tax
on REIT taxable income we currently distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax at
regular corporate rates. Even if we qualify for taxation as a REIT, we may be subject to some federal, state and local taxes on our income or property and the
income of our taxable REIT subsidiaries, if any, will be subject to taxation at regular corporate rates. We do not currently own any taxable REIT subsidiaries but
may in the future.
Competition
We believe the current market for industrial real estate acquisitions to be highly competitive. We compete for real property investments with pension funds
and their advisors, bank and insurance company investment accounts, other public and private real estate investment companies, including other REITs, real estate
limited partnerships, owner-users, individuals and other entities engaged in real estate investment activities, some of which have greater financial resources than
we do. We believe the leasing of real estate to be competitive. We experience competition for customers from owners and managers of competing properties. As a
result, we may have to provide free rental periods, incur charges for tenant improvements or offer other inducements, all of which may have an adverse impact on
our results of operations.
Governmental Regulations
Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position,
which can be material. We incur costs to monitor and take actions to comply with governmental regulations that are applicable to our business, which include,
among others, federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health
and safety laws and regulations, local zoning, usage and other regulations relating to real property and the Americans with Disabilities Act of 1990.
In addition to the discussion below, see “Item 1A – Risk Factors” for a discussion of material risks to us, including, to the extent material, to our competitive
position, relating to governmental regulations, and see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation” together
with our audited consolidated financial statements and the related notes thereto for a discussion of material information relevant to an assessment of our financial
condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon our capital
expenditures and earnings.
Environmental Matters
The industrial properties that we own and will acquire are subject to various federal, state and local environmental laws. Under these laws, courts and
government agencies have the authority to require us, as owner of 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 our properties. 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. 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.
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 one of our properties may seek to recover damages if he
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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. 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. We generally obtain “Phase I
environmental site assessments”, or ESAs, on each property prior to acquiring it. However, these ESAs may not reveal all environmental costs that might have a
material adverse effect on our business, assets, results of operations or liquidity and may not identify all potential environmental liabilities.
In general, we utilize local third-party property managers for day-to-day property management and will rely on these third parties to operate our industrial
properties in compliance with applicable federal, state and local environmental laws in their daily operation of the respective properties and to promptly notify us
of any environmental contaminations or similar issues. As a result, we may become subject to material environmental liabilities of which we are unaware. We can
make no assurances that (1) future laws or regulations will not impose material environmental liabilities on us, or (2) the environmental condition of our industrial
properties will not be affected by the condition of the properties in the vicinity of our industrial properties (such as the presence of leaking underground storage
tanks) or by third parties unrelated to us. We were not aware of any significant or material exposures as of December 31, 2020 and 2019.
Employees and Human Capital
As of February 9, 2021, we had 26 employees. None of our employees is a member of any union or is subject to a collective bargaining agreement.
We recognize that our success is linked to the talent and expertise of our people. We invest in our employees and are committed to growing individual skills
and leadership qualities across our business. Our human capital objectives include, as applicable, identifying, recruiting, retaining, developing, incentivizing and
integrating our existing and prospective employees. We also emphasize external community engagement by encouraging volunteer work, providing paid time off
to participate in charitable activities and matching a portion of employee donations to qualifying nonprofit organizations.
As an equal opportunity employer, we promote a consistent message of diversity and inclusion and reward our employees based on merit and their
contributions. We have also increased our board diversity in terms of gender, race and work experience. We have designed an executive compensation program
intended to (i) align the interest of our executives and stockholders, (ii) motivate our executives to manage our business to meet our near, medium and long-term
objectives, (iii) assist in attracting and retaining talented and well-qualified executives, (iv) be competitive with other industrial real estate investment trusts and (v)
encourage and provide the opportunity for our executives to obtain meaningful ownership levels of our stock.
The health and safety of our employees, third-party property managers, tenants and communities where our properties are located are of primary concern.
Our employees are encouraged to make healthy lifestyle decisions that can ultimately benefit the company by reducing insurance claims and boosting productivity.
We are headquartered in San Francisco and, in response to the COVID-19 pandemic, our employees have been working remotely in accordance with
recommendations by the City of San Francisco since March 2020. Our local, third-party property managers are also generally working remotely, as recommended
by their municipalities. Investors should refer to our COVID-19 disclosure in "Item 6 - Management's Discussion and Analysis of Financial Condition and Results
of Operations".
Available Information
We maintain an internet website at the following address: http://terreno.com. The information on our website is neither part of nor incorporated by reference
in this Annual Report on Form 10-K. We make available, free of charge, on or through our website certain reports and amendments to those reports that we file
with or furnish to the SEC in accordance with the Exchange Act. These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current
reports on Form 8-K and exhibits and amendments to these reports, and Section 16 filings. We make this information available on our website free of charge as
soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. You may also obtain our reports by accessing the EDGAR
database at the SEC’s website at http://www.sec.gov.
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Item 1A. Risk Factors.
Set forth below are the risks that we believe are material to our investors and they should be carefully considered. If any of the following risks occur, our
business, 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. These risks are not all of the risks we face and other factors not presently known to us or that we currently believe are immaterial may also
affect our business if they occur. Investors should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page 2
and should also refer to our quarterly reports on Form 10-Q and current reports on Form 8-K for any material updates to these risk factors.
Risks Related to Our Business and Our Properties
The outbreak of the novel coronavirus (COVID-19) has caused, and could continue to cause, severe disruptions in the U.S., regional and global
economies and could materially and adversely impact our business, financial condition and results of operations and the business, financial condition and
results of operations of our tenants.
The global COVID-19 pandemic has caused, and could continue to cause, significant disruptions to the U.S. and global economies and has contributed to
significant volatility and negative pressure in financial markets. The global impact of the outbreak is continually and rapidly evolving and many countries,
including the U.S., have reacted by instituting quarantines, restrictions on travel and/or mandatory closures of businesses. Certain states and cities, including where
our headquarters and our properties are located, have also reacted by instituting quarantines, restrictions on travel, “shelter-in-place” rules, restrictions on types of
business that may continue to operate, and/or restrictions on the types of construction projects that may continue.
The extent to which COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted accurately,
including the scope, severity and duration of such pandemic, the actions taken to contain the pandemic or mitigate its impact, including the adoption of available
COVID-19 vaccines, as well as the effect of any relaxation of current restrictions, all of which could vary among the geographic regions in which our properties
are located, and the direct and indirect economic effects of the pandemic and containment measures, among others. The rapid development and fluidity of this
situation precludes any prediction as to the full adverse impact of COVID-19 on our business and businesses of our tenants. Nevertheless, COVID-19 and actions
taken to contain it or mitigate its impact may materially and adversely affect our businesses, financial condition and results of operations and may also have the
effect of heightening many of the risks described below and within this “Risk Factors” section, including:
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the complete or partial closure of, or other operational restrictions or other issues at, one or more of our properties resulting from government or tenant
action has had, and could continue to have, a material adverse impact on our operations and those of our tenants and third-party property managers;
reduced economic activity impacting the businesses, financial condition and liquidity of our tenants, has caused, and could continue to cause, one or more
of our tenants, including certain significant tenants, or one or more of our third-party managers, to be unable to meet their rent payment or other
obligations to us in full, or at all, to otherwise seek modifications of such obligations, including rent payment deferrals, or to file for bankruptcy
protection;
our inability to renew leases, lease vacant space, including vacant space from tenant defaults, or re-lease space as leases expire on favorable terms, or at
all, including in the current slowing leasing environment, which could result in lower rental revenues or cause interruptions or delays in the receipt, or
non-receipt, of rental payments;
severe disruption and instability in the U.S. and global financial markets or deteriorations in credit and financing conditions could make it difficult for us
to access debt and equity capital on attractive terms, or at all, and impact our ability to fund business activities and repay debt on a timely basis;
disruptions in the supply of materials or products or the inability of contractors to perform on a timely basis, or at all, including as a result of restrictions
on construction activity, could cause delays in completing ongoing or future construction or re-development projects;
any inability for us to effectively manage our portfolio and manage our operations or any inability of our third-party property managers to provide
services to us while working remotely during the COVID-19 pandemic and for a time after such pandemic could adversely impact our business; and
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our potential inability to comply with financial covenants of our credit facility and other debt agreements could result in default and potential acceleration
of indebtedness and impact our ability to make additional borrowings under our credit facility or other borrowings in the future.
Our long-term growth will depend, in part, upon future acquisitions of properties, and we may acquire properties that pose integration and other risks that
could harm our business.
We intend to continue to acquire industrial properties in our six target markets. The acquisition of properties entails various risks, including the risks that our
investments may not perform as well as we had expected, that we may be unable to quickly and efficiently integrate our new acquisitions into our existing
operations and that our cost estimates for bringing an acquired property up to market standards may prove inaccurate. We may also own or acquire properties that
are subject to contingent or pre-existing undisclosed liabilities including, but not limited to, liabilities for adverse environmental conditions, accrued but unpaid
liabilities incurred in the ordinary course of business or tax liabilities. We may have no recourse, or only limited recourse, with respect to such unknown liabilities
or may be unable to secure insurance coverage on the property in a sufficient amount of cover the liability, or at all. As a result, if a liability were asserted against
us based upon ownership of any of these entities or properties, we might have to pay substantial sums to settle it, which could adversely affect our cash flows.
There is no assurance we would successfully overcome these risks or any other problems encountered with these acquisitions.
In addition, we cannot assure you of the availability of investment opportunities in our targeted markets at attractive pricing levels, or at all. As a result of
competition in our targeted markets, we may be unable to acquire properties as we desire or the purchase price may be significantly elevated. In the event that such
opportunities are not available in our targeted markets as we expect, our ability to execute our business plan and realize our projections for growth may be
materially adversely affected.
The availability and timing of cash distributions is uncertain and is limited by the requirements of Maryland law.
We have made regular quarterly cash distributions (which we also refer to as dividends) to our stockholders, and we intend to continue to pay regular
quarterly cash distributions. Our corporate strategy is to fund the payment of quarterly distributions entirely from distributable cash flows. However, our board of
directors has the sole discretion to determine the timing, form and amount of any cash distributions and may fund our quarterly distributions from a combination of
available cash flows, net of recurring capital expenditures and/or proceeds from borrowings and property dispositions or may retain any portion of our distributable
cash flows for working capital. We cannot assure our stockholders that sufficient funds will be available to pay distributions or that the level of any distributions
we do make will increase or even be maintained over time, any of which could materially and adversely affect the market price of our shares of common stock.
Our ability to pay distributions on our stock is also limited by applicable Maryland law, under which we generally may not make a distribution on our stock
if, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less
than the sum of our total liabilities plus, unless the terms of such class or series provide otherwise, the amount that would be needed to satisfy the preferential
rights upon dissolution of the holders of shares of any class or series of preferred stock then outstanding, if any, with preferences senior to those of our outstanding
stock.
Our investments are concentrated in the industrial real estate sector, and our business would be adversely affected by an economic downturn in that sector.
Our investments in real estate assets are concentrated in the industrial real estate sector. This concentration may expose 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.
Events or occurrences that affect areas in which our properties are located may materially adversely impact our financial results.
In addition to general regional, national and international economic conditions that may materially adversely affect our business and financial results, our
operating performance will be materially adversely impacted by adverse economic conditions in the specific markets in which we operate and particularly in the
markets in which we have significant concentrations of properties. For example, as of December 31, 2020, approximately 26.9% of our rentable square feet and
approximately 53.2% of our improved land parcels were located in Northern New Jersey/New York City, representing a combined percentage of approximately
29.5% of our total annualized base rent. See “Item 2 - Properties” in this Annual Report on Form 10-K for
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additional information regarding our ownership of properties in our markets. Any downturn in the economy in the real estate market or any of our markets and any
failure to accurately predict the timing of any economic improvement in these markets could cause our operations and our revenue and cash available for
distribution to our stockholders to be materially adversely affected.
We may be unable to renew leases, lease vacant space, including vacant space resulting from tenant defaults, or re-lease space as leases expire.
We cannot assure you that leases at our properties will be renewed or that such properties will be re-leased at net effective rental rates equal to or above the
then current average net effective rental rates, or at all. In addition, we may be required to grant concessions or fund improvements. If the rental rates for our
properties decrease, our tenants do not renew their leases or we do not re-lease a significant portion of our available space, including vacant space resulting from
tenant defaults, and space for which leases are scheduled to expire, our financial condition, results of operations, cash flows, cash available for distribution to
stockholders, per share trading price of our common stock and our ability to satisfy our debt service obligations could be materially adversely affected. In addition,
if we are unable to renew leases or re-lease a property, the resale value of that property could be diminished because the market value of a particular property will
depend in part upon the value of the leases of such property.
We may be required to fund future tenant improvements, and we may not have funding for those improvements.
When a tenant at one of our properties does not renew its lease or otherwise vacates its space in one of our buildings in the future, it is likely that, in order to
attract one or more new tenants, we will be required to expend funds to construct new tenant improvements in the vacated space. We may also be required to fund
tenant improvements to retain tenants. Although we intend to manage our cash position or financing availability to pay for any improvements required for re-
leasing, we cannot assure our stockholders that we will have adequate sources of funding available to us for such purposes in the future.
We face potential adverse effects from the bankruptcies or insolvencies of tenants or from tenant defaults generally.
We are dependent on tenants for our revenues, including certain significant tenants and single tenants that occupy entire properties. As a result, the
bankruptcy or insolvency of our tenants, or tenant defaults generally, may adversely affect the income produced by our properties. In the event of a tenant default,
we may experience delays in enforcing our rights as landlord and may incur substantial costs, including litigation and related expenses, in protecting our
investment and re-leasing our property.
Our tenants, particularly those that are highly leveraged, could file for bankruptcy protection or become insolvent in the future. Under bankruptcy law, a
tenant cannot be evicted solely because of its bankruptcy but the bankrupt tenant may be authorized to reject and terminate its lease with us. In such case, our claim
against the bankrupt tenant for unpaid and future rent would be subject to a statutory cap that might be substantially less than the remaining rent actually owed
under the lease, and, even so, our claim for unpaid rent would likely not be paid in full. This shortfall could force us to find an alternative source of revenues to pay
any mortgage loan or operating expenses on the property, adversely affect our cash flows and results of operations and could cause us to reduce the amount of
distributions to stockholders.
Declining real estate valuations and impairment charges could adversely affect our earnings and financial condition.
We review the carrying value of our properties when circumstances, such as adverse market conditions, indicate potential impairment may exist. We base
our review on an estimate of the future cash flows (excluding interest charges) expected to result from the real estate investment’s use and eventual disposition. 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. These losses would have a direct impact on our net income because recording an impairment loss results in an
immediate negative adjustment to net income. 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. Impairment charges could adversely affect our financial condition, results of operations, cash available
for distribution, including cash available for us to pay distributions to our stockholders and per share trading price of our common stock.
We utilize local third-party managers for day-to-day property management for substantially all of our properties.
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In general, we prefer to utilize local third-party managers for day-to-day property management, although we may directly manage other properties in the
future. To the extent we utilize third-party managers, our cash flows from our industrial properties may be adversely affected if our managers fail to provide quality
services. In addition, our managers or their affiliates may manage, and in some cases may own, invest in or provide credit support or operating guarantees to
industrial properties that compete with our industrial properties, which may result in conflicts of interest and decisions regarding the operation of our industrial
properties that are not in our best interests.
Our redevelopment, renovation or expansion strategies may not be successful.
We may pursue redevelopment opportunities or construct expansions or improvements of industrial properties that we own. These activities are subject to
risks, including, but not limited to, the risks that: we will expend money and time on projects that do not perform as expected; the actual construction or operating
costs, including labor and material costs, will be higher than originally estimated; we may fail to obtain, or experience delays in obtaining, any necessary permits
and authorizations; permits and authorizations are subject to stringent conditions; we are unable to complete construction on the timeframe we expect, or at all;
occupancy and rental rates may not meet expectations; and we may be unable to obtain financing on favorable terms, or at all, for such projects.
We may not acquire the industrial properties that we have entered into agreements or non-binding letters of intent to acquire.
We have entered, and may in the future enter, into agreements and non-binding letters of intent with third-party sellers to acquire properties as more fully
described under the heading “Contractual Obligations” in this Annual Report on Form 10-K. There is no assurance that we will acquire the properties under
contract and non-binding letters of intent because the proposed acquisitions are subject to the completion of satisfactory due diligence and various closing
conditions, and in the case of properties under non-binding letters of intent, our entry into purchase and sale agreements with respect to the properties. There is no
assurance that such proposed acquisitions, if completed, will be completed on the timeframe or terms we expect. If we do not complete the acquisition of the
properties under contract or non-binding letters of intent, we will have incurred expenses without our stockholders realizing any benefit from the acquisition of
such properties.
We depend on key personnel.
Our success depends to a significant degree upon the contributions of our senior management team whose continued service is not guaranteed. The loss of
services from our senior management team or our inability to find suitable replacements, could adversely impact our financial condition and cash flows. Further,
such a loss could be negatively perceived in the capital markets.
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.
Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may
be critical to the operations of certain of our tenants. We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the
Internet, malware, computer viruses, attachments to e-mails, people with access or who gain access to our systems 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. Although we make efforts to maintain the security and integrity of our IT networks and related systems, and we have implemented various
measures to manage the risk of a security breach or disruption, including but not limited to password protection, ongoing training modules throughout the year,
frequent backups and a redundant data system, 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. A security breach or other significant disruption involving our IT networks and related systems could
significantly disrupt the proper functioning of our networks and systems and, as a result, disrupt our operations, which could have a material adverse effect on our
cash flow, financial condition and results of operations.
We may from time to time be subject to litigation that may negatively impact our cash flow, financial condition, results of operations and market price of our
common stock.
We may from time to time be a defendant in lawsuits and regulatory proceedings relating to our business. Due to the inherent uncertainties of litigation and
regulatory proceedings, we cannot accurately predict the ultimate outcome of any such
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litigation or proceedings. An unfavorable outcome could negatively impact our cash flow, financial condition, results of operations and trading price of our
common stock.
Risks Related to Financing and Capital
If we cannot obtain additional financing, our growth will be limited.
If adverse conditions in the credit markets, in particular with respect to real estate, materially deteriorate, our business could be materially and adversely
affected. Our long-term ability to grow through investments in industrial properties, including our ability to realize our projections for growth, will be limited if we
cannot obtain additional financing on favorable terms, or at all. In the future, we will rely on equity and debt financing, including issuances of common and
perpetual preferred stock, borrowings under our revolving credit facility, term loans, issuances of unsecured debt securities and debt secured by individual
properties or pools of properties, to finance our acquisition, redevelopment, renovation and expansion activities and for working capital. If we are unable to obtain
equity or debt financing from these or other sources, or to refinance existing indebtedness upon maturity, our financial condition and results of operations would
likely be adversely affected. Market conditions may make it difficult to obtain additional financing, and we cannot assure you that we will be able to obtain
additional debt or equity financing or that we will be able to obtain it on favorable terms.
In addition, to qualify as a REIT, we are required to distribute at least 90% of our taxable income (determined before the deduction for dividends paid and
excluding any net capital gains) each year to our stockholders, and we generally expect to make distributions in excess of such amount. As a result, our ability to
retain earnings to fund acquisitions, redevelopment, renovation and expansion, if any, or other capital expenditures will be limited.
Debt service obligations could adversely affect our overall operating results, may require us to sell industrial properties and could adversely affect our ability to
make distributions to our stockholders and the market price of our shares of common stock.
Our business strategy contemplates the use of both non-recourse secured debt and unsecured debt to finance long-term growth. As of December 31, 2020, we
had total debt, net of deferred financing costs, of approximately $459.1 million, which consisted of revolving credit facility borrowings, term loan borrowings,
senior unsecured note borrowings and mortgage loans payable. While over the long term we intend to limit the sum of the outstanding principal amount of our
consolidated indebtedness and the liquidation preference of any outstanding shares of preferred stock to less than 35% of our total enterprise value, our governing
documents contain no limitations on the amount of debt that we may incur, and our board of directors may change our financing policy at any time without
stockholder approval. We also intend to maintain a fixed charge coverage ratio in excess of 2.0x and a debt-to-adjusted EBITDA ratio below 6.0x and limit the
principal amount of our outstanding floating rate debt to less than 20% of our total consolidated indebtedness but our board of directors may modify or eliminate
these limitations at any time without the approval of our stockholders. As a result, we may be able to incur substantial additional debt, including secured debt, in
the future. Our existing debt, and the incurrence of additional debt, could subject us to many risks, including the risks that:
our cash flows from operations will be insufficient to make required payments of principal and interest;
our debt may increase our vulnerability to adverse economic and industry conditions;
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distribution to our stockholders, funds available for operations and capital expenditures, future business opportunities or other purposes;
the terms of any refinancing may not be as favorable as the terms of the debt being refinanced; and
the use of leverage could adversely affect our ability to make distributions to our stockholders and the market price of our shares of common stock.
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If we do not have sufficient funds to repay existing or future debt, including debt under our credit facility and senior unsecured notes, it may be necessary to
refinance the debt through additional debt or additional equity financings. If, at the time of any refinancing, prevailing interest rates or other factors result in higher
interest rates on refinancings, the increase in interest expense would adversely affect our cash flows, and, consequently, cash available for distribution to our
stockholders. If we are unable to refinance our debt on acceptable terms, we may be forced to dispose of industrial properties on disadvantageous terms, potentially
resulting in losses. We may also place mortgages on our properties that we own to secure a revolving credit facility or other debt. To the extent we cannot meet any
future debt service obligations, we will risk losing some or all of our industrial properties that may be pledged to secure our obligations to foreclosure.
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Higher interest rates could increase debt service requirements on any floating rate debt that we incur and could reduce the amounts available for distribution
to our stockholders, as well as reduce funds available for our operations, future business opportunities, or other purposes. 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 change our portfolio promptly in response to changes in
economic or other conditions. Adverse economic conditions could cause the terms on which we borrow to be unfavorable. We could be required to liquidate one or
more of our industrial properties in order to meet our debt service obligations at times which may not permit us to receive an attractive return on our investments.
The agreements relating to our existing debt contain, and we expect that agreements relating to our future indebtedness will contain, covenants that could limit
our operations and our ability to make distributions to our stockholders.
We have a credit facility, which consists of a $100.0 million term loan that matures in January 2022 and a revolving credit facility with $250.0 million in
borrowing capacity that matures in October 2022. We also have $350.0 million of senior unsecured notes outstanding. We have agreed to guarantee the obligations
of the borrower (a wholly-owned subsidiary) under our revolving credit facility, our term loan and our senior unsecured notes. Our revolving credit facility, our
term loan, our senior unsecured notes and certain of our existing mortgage loans payable contain, and we expect that our future indebtedness will contain, financial
and operating covenants, such as fixed charge coverage and debt ratios and other limitations that will limit or restrict our ability to make distributions or other
payments to our stockholders and may restrict our investment activities. For example, our credit facility restricts distributions if we are in default. These covenants
may limit our operating and financial flexibility and our ability to respond to changes in our business or competitive activities in the future and may also restrict
our ability to engage in transactions that we believe would otherwise be in the best interests of our stockholders or obtain necessary funds.
Failure to meet our financial covenants could result from, among other things, changes in our results of operations, the incurrence of additional debt or
changes in general economic conditions. If we violate covenants or if there is an event of default under our credit facility, our senior unsecured notes, our existing
mortgage loans payable or in our future agreements, we could be required to repay all or a portion of our indebtedness before maturity and might be unable to
arrange financing for such repayment on attractive terms, if at all. In addition, the note purchase agreements with respect to our existing senior unsecured notes
contain, and any unsecured debt agreements we enter into in the future may contain, specific cross-default provisions with respect to specified other indebtedness,
giving the unsecured lenders the right to declare a default if we are in default under other loans in some circumstances. Defaults under our debt agreements could
materially and adversely affect our cash flows, financial condition and results of operations.
We may acquire outstanding debt or provide a loan, in each case secured by an industrial property, which will expose us to risks.
We may acquire outstanding debt secured by an industrial property from lenders and investors or provide a loan secured by industrial property if we believe
we can acquire ownership of the underlying property through foreclosure, deed-in-lieu of foreclosure or other means. If we acquire such debt or provide such a
loan, borrowers may seek to assert various defenses to our foreclosure or other actions, and we may not be successful in acquiring the underlying property on a
timely basis, or at all, in which event we could incur significant costs and experience significant delays in acquiring such properties, all of which could adversely
affect our financial performance and reduce our expected returns from such investments. In addition, we may not earn a current return on such investments
particularly if the loan that we acquire or provide is in, or goes into, default.
If we provide debtor-in-possession financing or provide a loan, a default by the borrower could adversely affect our cash flows.
We may on a limited basis provide debtor-in-possession financing to a property owner that has filed for bankruptcy or make a loan secured by real estate that
we might otherwise purchase directly. We expect that any such loans would be secured by one or more properties that we intend to acquire and that we would have
the option to acquire such property in lieu of the repayment of such loan. Any default by the borrower under any such loan could negatively impact our cash flows
and our ability to make cash distributions to our stockholders and result in litigation and related expenses. Although we would expect to acquire the secured
property upon a borrower’s default, there is no assurance that we will successfully foreclose on a property, and any such foreclosure could result in significant
expenses.
Adverse changes in our credit rating could negatively affect our financing activity.
Fitch Ratings assigned us an issuer rating of BBB with a stable outlook. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time by the assigning rating agency. Our credit rating
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can affect the amount of capital we can access, as well as the terms and pricing of any debt we may incur. There can be no assurance that we will be able to
maintain our current credit rating, and in the event our credit rating is downgraded, we would likely incur higher borrowing costs and may encounter difficulty in
obtaining additional financing. Also, a downgrade in our credit rating may trigger additional payments or other negative consequences under our existing and
future credit facilities and debt instruments. For example, if our credit rating is downgraded to below investment grade levels, we may not be able to obtain or
maintain extensions on certain of our existing debt. Adverse changes in our credit rating could negatively impact our refinancing activities, our ability to manage
our debt maturities, our future growth, our financial condition, the market price of our stock and our acquisition activities.
Failure to hedge effectively against interest rate changes may adversely affect results of operations.
We may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements, such as cap contracts and swap agreements. For
example, as of December 31, 2020, we have one interest rate cap to hedge the variable cash flows associated with $50.0 million of our $100.0 million variable-rate
term loan. This arrangement, and future hedging arrangements we enter into, may not be effective in reducing our exposure to interest rate changes and a court
could rule that such arrangements are not legally enforceable. Hedging may reduce overall returns on our investments and the failure to hedge effectively against
interest rate changes may materially adversely affect our results of operations.
We may be adversely affected by the potential discontinuation of LIBOR.
In July 2017, the Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop compelling banks to submit rates for the calculation
of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee,
which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. We are not able
to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. It is expected that a transition away from the
widespread use of LIBOR to alternative interest rates will occur over the course of the next few years. As of December 31, 2020, we had $100.0 million of debt
that was indexed to LIBOR, including our credit facility.
In the event that LIBOR is discontinued, the interest rate for our debt that is indexed to LIBOR will be based on a replacement rate or an alternate base rate
as specified in the applicable documentation governing such debt or as otherwise agreed upon. Such an event would not affect our ability to borrow or maintain
already outstanding borrowings, but the replacement rate or alternate base rate could be higher or more volatile than LIBOR prior to its discontinuance. In addition,
uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain
available in its current form. While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become
unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks
associated with the transition to an alternative reference rate will be accelerated and may be magnified.
Our existing stockholders may experience dilution if we issue additional common stock.
Sales of substantial amounts of shares of our common stock in the public market, including the issuance of our common stock in connection with property,
portfolio or business acquisitions, the issuance and vesting of any restricted stock granted to employees under our 2019 Equity Incentive Plan and the issuance of
our common stock upon the vesting of awards under our Amended and Restated Long-Term Incentive Plan, may be dilutive to existing stockholders and could
have an adverse effect on the market price of our common stock.
We may issue preferred stock or debt securities and may also incur other future indebtedness which would rank senior to our common stock upon liquidation
and may adversely affect the market price of our common stock.
Holders of our common stock are not entitled to preemptive rights or other protections against dilution. Upon liquidation, holders of our debt securities and
any shares of preferred stock, and lenders with respect to other borrowings, including our existing credit facility and mortgage loans payable, will receive
distributions of our available assets prior to the holders of our common stock. In addition, future offerings of debt securities or the incurrence of additional
indebtedness may reduce the market price of our common stock. Shares of our preferred stock, if issued in the future, could have a preference on liquidating
distributions and a preference on dividend payments that could limit our ability to pay a dividend or make another distribution to the holders of our common stock
and, as a result, may reduce the market price of our common stock.
Volatility in the capital and credit markets could materially and adversely impact us.
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The capital and credit markets have experienced, and may continue to experience, extreme volatility and disruption from time to time, which may make it
more difficult for us to raise equity capital, hinder our ability to borrow money, obtain new debt financing or refinance our maturing debt on favorable terms, or at
all. Market turmoil and tightening of credit, which have occurred in the past, can also lead to an increased lack of consumer confidence and widespread reduction
of business activity generally, which also could materially and adversely impact us, including our ability to acquire and dispose of assets on favorable terms or at
all. Volatility in capital and credit markets may also have a material adverse effect on the market price of our common stock.
Risks Related to the Real Estate Industry
Investments in real estate properties are subject to risks that could adversely affect our business.
Investments in real estate properties are subject to varying degrees of risk and our performance and value are subject to general economic conditions and
risks associated with our properties. While we seek to minimize these risks through geographic diversification of our portfolio, market research and our asset
management capabilities, these risks cannot be eliminated. Factors that may affect real estate values and cash flows include:
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downturns in national, regional and local economic conditions (particularly increases in unemployment);
the attractiveness of our properties to potential tenants and competition from other industrial properties;
changes in supply of, or demand for, similar or competing properties in an area;
bankruptcies, financial difficulties or lease defaults by the tenants of our properties;
adverse capital and credit market conditions, which may restrict our operating activities;
changes in interest rates, availability and terms of debt financing, including periods of high or rising interest rates;
changes in operating costs and expenses and our ability to control rents;
changes in, or increased costs of compliance with, governmental rules, regulations and fiscal policies, including changes in tax, real estate, environmental
and zoning laws, and our potential liability thereunder;
increasing costs of maintaining, insuring, renovating and making improvements to our properties;
unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions;
tenant turnover;
re-leasing that may require concessions or reduced rental rates under the new leases due to reduced demand;
our ability to renovate and reposition our properties due to changes in the business and logistical needs of our tenants;
technological changes, such as reconfiguration of supply chains, autonomous vehicles, robotics, 3D printing or other technologies;
disruptions in the global supply chain caused by political, regulatory or other factors, including terrorism and domestic terrorist attacks;
disruptions to political, governmental or regulatory systems, including shutdowns of the government and its agencies; and,
the effects of deflation, including credit market dislocation, weakened consumer demand and a decline in general price levels.
In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or public perception that any of these events
may occur, would result in a general decrease in rents or an increased occurrence of defaults under existing leases, which would materially adversely affect our
financial condition and results of operations. Future terrorist attacks may also result in declining economic activity, which could reduce the demand for, and the
value of, our properties and adversely impact our tenants, including their ability to meet obligations under their leases. For these and other reasons, we cannot
assure our stockholders that we will be profitable or that we will realize growth in the value of our properties.
Actions by our competitors may decrease or prevent increases in the occupancy and rental rates of our properties.
We compete with other developers, owners and operators of real estate, some of which own properties similar to our properties in the same markets in which
the properties we own are located. If our competitors offer space at rental rates below current market rates or below the rental rates we will charge the tenants of
our properties, we may lose existing or potential tenants, and we may be pressured to reduce our rental rates or offer tenant concessions or favorable lease terms in
order to retain tenants when such tenants’ leases expire or attract new tenants. As a result of these actions by our competitors, our
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financial condition, cash flows, cash available for distribution, trading price of our common stock and ability to satisfy our debt service obligations could be
materially adversely affected.
Real estate investments are not as liquid as other types of assets, which may reduce economic returns to investors.
Real estate investments are not as liquid as other types of investments and significant expenditures associated with real estate investments, such as mortgage
payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investments. In addition, we
intend to comply with the safe harbor rules relating to the number of properties that can be disposed of in a year, the tax bases and the costs of improvements made
to these properties, and meet other tests which enable a REIT to avoid punitive taxation on the sale of assets. Thus, our ability at any time to sell assets may be
restricted. This lack of liquidity may limit our ability to vary our portfolio promptly in response to changes in economic, financial, investment or other conditions
and, as a result, could adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the market price of, our
common stock.
Uninsured or underinsured losses relating to real property may adversely affect our returns.
We will attempt to ensure that all of our properties are adequately insured to cover casualty losses. However, there are certain losses, including losses from
floods, hurricanes, fires, earthquakes and other natural disasters, acts of war, acts of terrorism or riots, that are not generally insured against or that are not
generally fully insured against because it is not deemed economically feasible or prudent to do so. In addition, changes in the cost or availability of insurance could
expose us to uninsured casualty losses. Under those circumstances, the insurance proceeds we receive might be inadequate to restore our economic position on the
damaged or destroyed property and we may not have access to an alternative source of funding to repair or reconstruct the damaged property. In the event that any
of our properties incurs a casualty loss that is not fully covered by insurance, the value of our assets will be reduced by the amount of any such uninsured loss, and
we could experience a significant loss of capital invested and potential revenues in these properties and could potentially remain obligated under any recourse debt
associated with the property. Inflation, changes in building codes and ordinances, environmental considerations and other factors might also keep us from using
insurance proceeds to replace or renovate a property after it has been damaged or destroyed. Any such losses could adversely affect our financial condition, results
of operations, cash flows and ability to pay distributions on, and the market price of, our common stock.
We own properties in Los Angeles, the San Francisco Bay Area and Seattle, which are located in areas that are known to be subject to earthquake activity.
Although we carry replacement-cost earthquake insurance on all of our properties located in areas historically subject to seismic activity, subject to coverage
limitations and deductibles that we believe are commercially reasonable, we may not be able to obtain coverage to cover all losses with respect to such properties
on economically favorable terms, which could expose us to uninsured casualty losses. We intend to evaluate our earthquake insurance coverage annually in light of
current industry practice.
Environmentally hazardous conditions may adversely affect our operating results.
Under various federal, state and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of investigating,
removing or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was
responsible for, the presence of such hazardous or toxic substances. Even if more than one person may have been responsible for the contamination, each person
covered by applicable environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of
a site for damages based on personal injury, natural resource or property damage or other costs, including investigation and clean-up costs, resulting from the
environmental contamination. The presence of hazardous or toxic substances on one of our properties, or the failure to properly remediate a contaminated property,
could give rise to a lien in favor of the government for costs it may incur to address the contamination, or otherwise adversely affect our ability to sell or lease the
property or borrow using the property as collateral. Environmental laws also may impose restrictions on the manner in which property may be used or businesses
may be operated. A property owner who violates environmental laws may be subject to sanctions which may be enforced by governmental agencies or, in certain
circumstances, private parties. In connection with the acquisition and ownership of our properties, we may be exposed to such costs. The cost of defending against
environmental claims, of compliance with environmental regulatory requirements or of remediating any contaminated property could materially adversely affect
our business, assets or results of operations and, consequently, amounts available for distribution to our stockholders.
Environmental laws in the U.S. also require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, adequately
inform or train those who may come into contact with asbestos and undertake special precautions, including removal or other abatement, in the event that asbestos
is disturbed during building renovation or demolition. These laws may impose fines and penalties on building owners or operators who fail to comply with these
15
requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos. Some of our
properties may contain asbestos-containing building materials.
We invest in properties historically used for industrial, manufacturing and commercial purposes. Some of these properties contain, or may have contained,
underground storage tanks for the storage of petroleum products and other hazardous or toxic substances. All of these operations create a potential for the release of
petroleum products or other hazardous or toxic substances. Some of our properties may be adjacent to or near other properties that have contained or currently
contain underground storage tanks used to store petroleum products or other hazardous or toxic substances. In addition, certain of our properties may be on or are
adjacent to or near other properties upon which others, including former owners or tenants of such properties, have engaged, or may in the future engage, in
activities that may release petroleum products or other hazardous or toxic substances. 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. From time to time, we
may acquire properties, or interests in properties, with known adverse environmental conditions where we believe that the environmental liabilities associated with
these conditions are quantifiable and that the acquisition will yield a superior risk- adjusted return. In such an instance, we underwrite the costs of environmental
investigation, clean-up and monitoring into the cost. Further, in connection with property dispositions, we may agree to remain responsible for, and to bear the cost
of, remediating or monitoring certain environmental conditions on the properties.
We generally obtain Phase I environmental site assessments on each property prior to acquiring it and we generally anticipate that the properties that we may
acquire in the future may be subject to a Phase I or similar environmental assessment by independent environmental consultants at the time of acquisition. Phase I
assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. Phase I
assessments generally include a historical review, a public records review, an investigation of the surveyed site and surrounding properties, and preparation and
issuance of a written report, but do not include soil sampling or subsurface investigations and typically do not include an asbestos survey. Even if none of our
environmental assessments of our properties reveal an environmental liability that we believe would have a material adverse effect on our business, financial
condition or results of operations taken as a whole, we cannot give any assurance that such conditions do not exist or may not arise in the future. Material
environmental conditions, liabilities or compliance concerns may go undetected by the environmental assessment or arise after the environmental assessment has
been completed. Moreover, there can be no assurance that (i) future laws, ordinances or regulations will not impose any material environmental liability or (ii) the
environmental condition of our properties will not be affected by tenants, by the condition of land or operations in the vicinity of such properties (such as releases
from underground storage tanks), or by third parties unrelated to us.
Costs of complying with governmental laws and regulations with respect to our properties may adversely affect our income and the cash available for any
distributions.
All real property and the operations conducted on real property are subject to various federal, state and local laws and regulations. Tenants’ ability to operate
and to generate income to pay their lease obligations may be affected by permitting and compliance obligations arising under such laws and regulations. Some of
these laws and regulations may impose joint and several liability on tenants, owners or operators for the costs to investigate or remediate contaminated properties,
regardless of fault or whether the acts causing the contamination were legal. Leasing our properties to tenants that engage in industrial, manufacturing and
commercial activities will cause us to be subject to the risk of liabilities under environmental laws and regulations.
Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards as of future dates. Compliance
with new or more stringent laws or regulations or stricter interpretation of existing laws may require us to incur material expenditures. In addition, there are various
local, state and federal fire, health, life-safety and similar regulations with which we may be required to comply and which may subject us to liability in the form of
fines or damages for noncompliance. Any material expenditures, fines or damages we must pay will reduce our ability to make distributions and may reduce the
value of our common stock. In addition, changes in these laws and governmental regulations, or their interpretation by agencies or the courts, could occur.
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. Moreover, our tenants may disregard the use restrictions contained in their leases
and conduct operations not contemplated by the lease, including highly hazardous uses, despite our efforts to prohibit certain uses. We may also 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.
We are exposed to the potential impacts of future climate change and climate-change related risks, which may result in unanticipated losses that could affect
our business and financial condition.
16
Government authorities and various interest groups are promoting laws and regulations that could limit greenhouse gas, or GHG, emissions due to concerns
over contributions to climate change. Laws and regulations targeting climate change or GHG emissions, including any additional taxation or regulation of energy
use, could result in increased operating costs that we may not be able to effectively pass on to our tenants. In addition, such laws and regulations could impose
substantial costs on our tenants, including, for example, an increase in the cost of the fuel and other energy purchased by our tenants and capital costs associated
with updating or replacing their trucks earlier than planned. Any such increased costs could impact the financial condition of our tenants and their ability to meet
their lease obligations and to lease or re-lease our properties.
We may be exposed to physical risks from possible future changes in climate. Our properties may be exposed to rare catastrophic weather events, such as
severe storms or floods. If the frequency of extreme weather events increases, our exposure to these events could increase. Some of our properties may be subject
to risks from rising sea levels. In addition, many state and local governments are adopting or considering adopting regulations requiring that property owners and
developers include in their development or redevelopment plans resiliency measures to address climate-change related risks. If such regulations apply to any of our
properties, we may be required to incur substantial costs to address such regulations.
Compliance or failure to comply with regulatory requirements could result in substantial costs.
We are required to comply with many regulations made by various regulatory entities, including (but not limited to) the Americans with Disabilities Act,
The Fair Housing Amendment of 1988, various California energy efficiency standards such as The Energy Efficiency Standards for Residential and Nonresidential
Buildings, Title 24, and/or other similar regulations. Noncompliance could result in the imposition of fines or the award of damages to private litigants. If we are
required to incur additional costs and make unanticipated expenditures or substantial modifications to our properties to comply with such regulatory requirements,
our financial condition, cash flows, results of operations, the market price of our shares of common stock and our ability to make distributions to our stockholders
could be adversely affected.
We may be unable to sell a property if or when we decide to do so, including as a result of uncertain market conditions, which could adversely affect the return
on an investment in our common stock.
We expect to hold the various real properties in which we invest until such time as we decide that a sale or other disposition is appropriate given our
investment objectives. Our ability to dispose of properties on advantageous terms or at all depends on factors beyond our control, including competition from other
sellers that are divesting similar assets in the same markets and/or at valuations below our valuations for comparable assets 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 our stockholders that we will be able to sell such properties at a profit, or at all, in the future.
Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can be sold and may not have the funds
available to correct such defects or to make such improvements. In acquiring a property, we may agree to restrictions that prohibit the sale of that property for a
period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These provisions would restrict
our ability to sell a property.
Risks Related to Our Organizational Structure
Our board of directors may change significant corporate policies without stockholder approval.
Our investment, financing, borrowing and distribution policies and our policies with respect to all other activities, including growth, debt, capitalization and
operations, are determined by our board of directors. These policies may be amended or revised at any time and from time to time at the discretion of the board of
directors without notice to, or a vote of, our stockholders. In addition, the board of directors may change our governance policies, including our conflict of interest
policies, provided that such changes are consistent with applicable legal and regulatory requirements, including the listing standards of the New York Stock
Exchange. A change in these policies could have an adverse effect on our financial condition, results of operations, cash flows, per share trading price of our
common stock and ability to satisfy our debt service obligations and to pay distributions to our stockholders.
We could increase the number of authorized shares of stock and issue stock without stockholder approval.
Subject to applicable legal and regulatory requirements, our charter authorizes our board of directors, without stockholder approval, to increase the aggregate
number of authorized shares of stock or the number of authorized shares of stock of any
17
class or series, 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 and to set the preferences, rights and other terms of such classified or unclassified shares. Our board of directors could establish a 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 otherwise be in the best interest of our stockholders.
Certain provisions of Maryland law could inhibit changes in control.
Certain provisions of the Maryland General Corporation Law, or MGCL, may have the effect of inhibiting or deterring 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 limitations, prohibit certain business combinations between us and an “interested stockholder” (as
defined under the MGCL) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an
interested stockholder, and thereafter may impose special stockholder voting requirements unless certain minimum price conditions are satisfied; and
“Control Share” provisions that provide that “control shares” of our company acquired in a “control share acquisition” (each as defined under the MGCL)
have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on
the matter, excluding all interested shares.
We have opted out of the business combination and control share provisions of the MGCL by resolution of our board of directors and pursuant to a provision
in our bylaws, respectively. However, in the future, only upon the approval of our stockholders, our board of directors may by resolution elect to opt-in to the
business combination provisions of the MGCL and we may, only upon the approval of our stockholders, by amendment to our bylaws, opt-in to the control share
provisions of the MGCL. Our board of directors has also adopted a resolution prohibiting us from electing to be subject to the provisions of Title 3, Subtitle 8 of
the MGCL, without the approval of our stockholders, that would permit our board of directors to classify the board without stockholder approval. Such provisions
of Title 3, Subtitle 8 of the MGCL could have an anti-takeover effect.
In addition, the provisions of our charter on removal of directors and the advance notice provisions of our bylaws could delay, defer or prevent a transaction
or a change of control of our company that might involve a premium price for holders of our common stock or otherwise be in their best interest. Likewise, if our
board of directors, with stockholder approval, as applicable, were to opt- in to the business combination or control share provisions of the MGCL or the provisions
of Title 3, Subtitle 8 of the MGCL, these provisions of the MGCL could have similar anti-takeover effects.
Our rights and the rights of our stockholders to take action against our directors and officers are limited.
Maryland law provides that a director or officer has no liability in that capacity if he or she satisfies his or her duties to us and our stockholders. Our charter
limits the liability of our directors and officers to us and our stockholders for monetary damages, except for liability resulting from:
•
•
actual receipt of an improper benefit or profit in money, property or services; or
a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.
In addition, our charter authorizes us, and our bylaws require us, to indemnify our directors and officers for actions taken by them in those capacities to the
maximum extent permitted by Maryland law. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance
of our company, your ability to recover damages from such director or officer will be limited. In addition, we may be obligated to advance the defense costs
incurred by our directors and executive officers, and may, in the discretion of our board of directors, advance the defense costs incurred by our employees and
other agents in connection with legal proceedings.
Risks Related to Our Status as a REIT
Failure to qualify as a REIT would cause us to be taxed as a regular C corporation, which would substantially reduce funds available for distributions to
stockholders.
18
We believe that our organization and method of operation has enabled and will continue to enable us to meet the requirements for qualification and taxation
as a REIT. However, we cannot assure you that we will qualify as such. This is because qualification as a REIT involves the application of highly technical and
complex provisions of the Code as to which there are only limited judicial and administrative interpretations and involves the determination of facts and
circumstances not entirely within our control. Future legislation, new regulations, administrative interpretations or court decisions may significantly change the tax
laws or the application of the tax laws with respect to qualification as a REIT for federal income tax purposes or the federal income tax consequences of such
qualification.
If we fail to qualify as a REIT in any taxable year, and are unable to obtain relief under certain statutory provisions, we will face serious tax consequences
that will substantially reduce the funds available for distributions to our stockholders because:
• we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to federal and state
income tax at regular corporate rates; and
• we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.
In addition, we would no longer be required to pay distributions. As a result of all these factors, our failure to qualify as a REIT could impair our ability to
expand our business and raise capital, and it could adversely affect the value of our common stock.
Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flows.
Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any
undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, property and transfer taxes. Our tax
liabilities may increase as a result of changes in state and local tax laws or regulations, or, in the case of property taxes, as our properties are assessed or reassessed
by taxing authorities. Any of these taxes would decrease cash available for distributions to stockholders.
We may be subject to a 100% penalty tax on any prohibited transactions that we enter into, or may be required to forego certain otherwise beneficial
opportunities in order to avoid the penalty tax on prohibited transactions.
If we are found to have acquired or held property primarily for sale to customers in the ordinary course of business, we may be subject to a 100% prohibited
transactions tax under U.S. federal tax laws on the gain from disposition of the property unless the disposition qualifies for one or more safe harbor exceptions for
properties that have been held by us for at least two years and satisfy certain additional requirements.
The potential application of the prohibited transactions tax could cause us to forego potential dispositions of property or to forego other opportunities that
might otherwise be attractive to us, or to hold investments or undertake such dispositions or other opportunities through a taxable REIT subsidiary (“TRS”), which
would generally result in corporate income taxes being incurred.
REIT distribution requirements could adversely affect our liquidity and may force us to borrow funds or sell assets during unfavorable market conditions.
In order to maintain our REIT status and to meet the REIT distribution requirements, we may need to borrow funds on a short-term basis or sell assets, even
if the then-prevailing market conditions are not favorable for these borrowings or sales. To qualify as a REIT, we generally must distribute to our stockholders at
least 90% of our net taxable income each year, excluding capital gains. In addition, we will be subject to corporate income tax to the extent we distribute less than
100% of our net taxable income including any net capital gain. We intend to make distributions to our stockholders to comply with the requirements of the Code
for REITs and to minimize or eliminate our corporate income tax obligation to the extent consistent with our business objectives. Our cash flows from operations
may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the recognition of income for federal
income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt service or amortization payments. The
insufficiency of our cash flows to cover our distribution requirements could have an adverse impact on our ability to raise short- and long-term debt or sell equity
securities in order to fund distributions required to maintain our REIT status. 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.
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Dividends payable by REITs generally do not qualify for reduced tax rates.
Currently, the maximum tax rate for qualified dividends payable to individual U.S. stockholders is 20%. Dividends payable by REITs, however, are
generally not eligible for such reduced rates. However, for taxable years beginning before January 1, 2026, a deduction of up to 20% (subject to certain limitations)
is available on most ordinary REIT dividends and certain trade or business income of non-corporate taxpayers. Additionally, to the extent such dividends are
attributable to certain dividends that we receive from a TRS, such dividends generally will be eligible for the reduced rates that apply to qualified dividend income.
While we currently do not own any interest in a TRS, we may own any such interest in the future. The more favorable rates applicable to regular corporate
dividends could cause investors who are individuals to 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 stock of REITs, including our common stock.
We may choose to pay dividends in our stock instead of cash, in which case stockholders may be required to pay income taxes in excess of any cash dividends
they receive.
We may distribute taxable dividends that are payable in stock. Taxable stockholders receiving taxable stock dividends will be required to include the full
amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result,
stockholders may be required to pay income taxes with respect to such dividends in excess of any cash dividends received. If a U.S. stockholder sells the stock that
it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the
market price of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. federal income
tax with respect to such dividends. In addition, if a significant number of our stockholders sell common stock in order to pay taxes owed on dividends, it may put
downward pressure on the trading price of our common stock.
Complying with REIT requirements may cause us to forego otherwise attractive opportunities or to liquidate otherwise attractive investments.
To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the
nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our capital stock. In order to meet these tests, we may
be required to forego investments we might otherwise make. Thus, compliance with the REIT requirements may hinder our performance.
In particular, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government
securities and qualified real estate assets. The remainder of our investments in securities (other than government securities and qualified real estate assets)
generally cannot include more than 10% of the total voting power of the outstanding securities of any one issuer or more than 10% of the total value of the
outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real
estate assets) can consist of the securities of any one issuer, no more than 20% of the value of our total assets can be represented by the securities of one or more
TRSs and no more than 25% of the value of our total assets can be represented by unsecured debt of publicly offered REITs, in each case, at the close of each
calendar quarter. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the
calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we
may be required to liquidate otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to
our stockholders.
Our relationship with any TRS will be limited, and a failure to comply with the limits would jeopardize our REIT qualification and may result in the imposition
of certain taxes.
While we currently do not own any interest in a TRS, we may own any such interest in the future. As a REIT, we are subject to a variety of limitations on
our ownership of TRSs and operations with respect to any TRSs that we own, and failure to comply with these limitations may subject us to additional taxes, the
amount of which could be substantial, or, potentially, loss of REIT status. While we anticipate that we will comply with these limitations in the event we acquire an
interest in a TRS, we can provide no assurances in this regard.
The ability of our board of directors to revoke our REIT qualification without stockholder approval may subject us to federal income tax and reduce
distributions to our stockholders.
20
Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it
determines that it is no longer in our best interest to continue to be qualified as a REIT. If we cease to be a REIT, we would become subject to federal income tax
on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our
total return to our stockholders and on the market price of our common stock.
We may face risks in connection with Section 1031 Exchanges.
We may engage in one or more real estate transactions intended to qualify for federal income tax deferral as a “like-kind exchange” under Section 1031 of
the Code. If a transaction that is intended to qualify for deferral under Section 1031 is later determined to have been taxable, we may face adverse consequences.
Additionally, if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax-deferred basis.
We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our common stock.
At any time, the federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. We cannot predict when or if
any new federal income tax law, regulation, or administrative interpretation, or any amendment to any existing federal income tax law, regulation or administrative
interpretation, will be adopted, promulgated or become effective and any such law, regulation, or interpretation may take effect retroactively. We and our
stockholders could be adversely affected by any such change in, or any new, federal income tax law, regulation or administrative interpretation.
General Risks
Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal controls over financial reporting.
The design and effectiveness of our disclosure controls and procedures and internal controls over financial reporting may not prevent all errors,
misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal controls
over financial reporting, there can be no guarantee that our internal controls over financial reporting will be effective in accomplishing all control objectives all of
the time. Deficiencies, including any material weakness, in our internal controls over financial reporting which may occur in the future could result in
misstatements or restatements of our financial statements or a decline in our stock price.
The market price and trading volume of our common stock may be volatile and may trade at prices that are higher or lower than our net asset value per share.
The market price of our common stock may be volatile. In addition, the trading volume in our common stock may fluctuate and cause significant price
variations. If the market price of our common stock declines, you may be unable to resell your shares at or above the price you paid for such shares. We cannot
assure you that the market price of our common stock will not fluctuate or decline in the future.
Additionally, the market value of the equity securities of a REIT is based upon the market’s perception of the REIT’s growth potential and its current and
potential future cash distributions, whether from operations, sales or refinancings, and upon the real estate market value of the underlying assets. Our common
stock may trade at prices that are higher or lower than our net asset value per share. To the extent we retain operating cash flows for investment purposes, working
capital reserves or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of
our common stock.
•
Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: our
financial condition, performance, liquidity and prospects; actual or anticipated variations in our quarterly operating results or distributions; changes in our
funds from operations, or FFO, or earnings; publication of research reports about us or the real estate industry; changes in earnings estimates by analysts
and our ability to meet analysts’ earnings estimates; increases in market interest rates that lead purchasers of our shares to demand a higher yield; the
market for similar securities issued by REITs; the attractiveness of REIT securities in comparison to the securities of other companies, taking into
account, among other things, the higher tax rates imposed on dividends paid by REITs; government legislation, action or regulation; our issuance of debt
or preferred equity securities; the realization of any of the other risk factors presented in this Annual Report on Form 10-K; and general market, including
capital market and real estate market, and economic conditions.
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Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
As of December 31, 2020, we owned a total of 222 buildings aggregating approximately 13.2 million square feet, 25 improved land parcels consisting of
approximately 91.5 acres and one property under redevelopment expected to contain approximately 0.2 million square feet upon completion. As of December 31,
2020, the buildings and improved land parcels were approximately 97.8% and 98.6% leased, respectively, to 488 customers, the largest of which accounted for
approximately 5.4% of our total annualized base rent. The properties are located in Los Angeles, Northern New Jersey/New York City, San Francisco Bay Area,
Seattle, Miami, and Washington, D.C. We invest in several types of industrial real estate, including warehouse/distribution buildings, flex buildings (including
light industrial and research and development, or R&D), transshipment buildings and improved land parcels. See “Item 1 – Our Investment Strategy – Industrial
Facility General Characteristics” in this Annual Report on Form 10-K for a general description of these types of industrial real estate. We target functional
properties in infill locations that may be shared by multiple tenants and that cater to customer demand within the various submarkets in which we operate. Infill
locations are geographic locations surrounded by high concentrations of already developed land and existing buildings. See our “Consolidated Financial
Statements, Schedule III-Real Estate Investments and Accumulated Depreciation” in this Annual Report on Form 10-K for a detailed listing of our properties.
The following table summarizes by type our investments in real estate as of December 31, 2020:
Type
Warehouse/distribution
Flex
Transshipment
Improved land
Total
Number of Buildings or
Improved Land Parcels
197
10
15
25
247
$
$
Annualized Base
Rent (000's)
1
% of Total
124,474
7,617
8,056
11,770
151,917
82.0 %
5.0 %
5.3 %
7.7 %
100.0 %
1
Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of December 31, 2020,
multiplied by 12.
22
The following table summarizes by market our investments in real estate as of December 31, 2020:
Investments in Real Estate
Number of Buildings
Rentable Square Feet
% of Total
Occupancy % as of December
31, 2020
Annualized Base Rent (000’s)
1
% of Total
1
Annualized Base Rent Per
Occupied Square Foot
Weighted Average Remaining
Lease Term (Years)
2
Investments in Improved Land
Number of Land Parcels
Acres
% of Total
Occupancy % as of December
31, 2020
Annualized Base Rent (000’s)
1
% of Total
1
Annualized Base Rent Per
Occupied Square Foot
Weighted Average Remaining
Lease Term (Years)
2
Total Investments in Real Estate
Annualized Base Rent (000’s)
1
Gross Book Value (000’s)
% of Total Gross Book Value
3
Los Angeles
Northern New
Jersey/New
York City
San Francisco
Bay Area
Seattle
Miami
Washington, D.C.
Total/Weighted
Average
43
2,584,648
62
3,555,250
41
2,056,695
31
2,098,302
27
1,370,872
18
1,534,625
222
13,200,392
19.6 %
98.8 %
26.9 %
96.0 %
24,158
$
39,241
$
17.2 %
28.0 %
15.6 %
99.2 %
27,152
19.4 %
9.46
$
11.50
$
13.31
6.7
4.9
3.3
8
16.4
17.9 %
100.0 %
3,403
28.9 %
4.77
4.0
27,561
462,966
$
$
$
$
9
48.6
53.2 %
100.0 %
5,593
47.5 %
2.69
4.8
44,834
651,417
$
$
$
$
2
4.0
4.4 %
68.1 %
647
5.5 %
5.50
1.2
27,799
389,188
$
$
15.9 %
98.7 %
20,021
14.3 %
9.67
3.9
3
5.9
6.4 %
10.4 %
100.0 %
12,960
$
9.2 %
11.6 %
95.4 %
16,615
11.9 %
$
9.45
$
11.34
$
3.6
3.7
2
3.2
3.5 %
1
13.4
14.6 %
100.0 %
100.0 %
100.0 %
888
7.5 %
3.67
5.1
20,909
356,528
$
$
$
$
396
3.4 %
2.87
2.7
13,356
153,918
$
$
$
$
843
7.2 %
1.45
9.0
17,458
217,211
$
$
$
$
$
$
$
$
$
$
100.0 %
97.8 %
140,147
100.0 %
10.82
4.5
25
91.5
100.0 %
98.6 %
11,770
100.0 %
3.03
5.1
151,917
2,231,228
20.7 %
29.2 %
17.4 %
16.0 %
7.0 %
9.7 %
100.0 %
$
$
$
$
$
$
1
2
3
Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of December 31, 2020,
multiplied by 12.
Weighted average remaining lease term is calculated by summing the remaining lease term of each lease as of December 31, 2020, weighted by the
respective square footage.
Includes one property under redevelopment expected to contain approximately 0.2 million square feet upon completion, as discussed below.
23
As of December 31, 2020, we owned one property under redevelopment expected to contain approximately 0.2 million square feet upon completion with a
total expected investment of approximately $64.1 million, including redevelopment costs, capitalized interest and other costs of approximately $61.4 million.
The following table summarizes our capital expenditures incurred during the three months and years ended December 31, 2020 and 2019 (dollars in
thousands):
Building improvements
Tenant improvements
Leasing commissions
Redevelopment, renovation and expansion
Total capital expenditures
1
For the Three Months Ended December 31,
For the Year Ended December 31,
2020
2019
2020
2019
$
$
3,210 $
1,163
3,698
265
8,336 $
8,171 $
2,268
3,224
4,336
17,999 $
15,311 $
2,868
13,408
7,026
38,613 $
21,385
4,669
7,813
27,968
61,835
1
Includes approximately $2.0 million and $10.8 million for the three months ended December 31, 2020 and 2019, respectively, and approximately
$17.4 million and $42.5 million for the years ended December 31, 2020 and 2019, respectively, related to leasing acquired vacancy, redevelopment
construction in progress and renovation and expansion projects (stabilization capital) at 10 and 17 properties for the three months ended December 31,
2020 and 2019, respectively, and 15 and 20 properties for the years ended December 31, 2020 and 2019, respectively.
Our industrial properties are typically subject to leases on a “triple net basis,” in which tenants pay their proportionate share of real estate taxes, insurance
and operating costs, or are subject to leases on a “modified gross basis,” in which tenants pay expenses over certain threshold levels. In addition, approximately
92.4% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years. We
monitor the liquidity and creditworthiness of our tenants on an on-going basis by reviewing outstanding accounts receivable balances, and as provided under the
respective lease agreements, review the tenant’s financial condition periodically as appropriate. As needed, we hold discussions with the tenant’s management
about their business and we conduct site visits of the tenant’s operations.
Our top 20 customers based on annualized base rent as of December 31, 2020 are as follows:
Customer
Leases
Rentable
Square Feet
% of Total
Rentable
Square Feet
Annualized
Base Rent
(000’s)
1
% of Total
Annualized
Base Rent
2
3
1 Amazon.com
2 FedEx Corporation
3 United States Government
4 Danaher
5 District of Columbia
6 United States Postal Service
7 DirectBuy Home Improvement
8 Costco-Innovel Solutions LLC
9 XPO Logistics
10 L3 Harris Technologies, Inc.
11 O'Neill Logistics
12 Topaz Lighting Corp.
13 Port Kearny Security, Inc.
14 YRC
15 Envogue International
16 Bar Logistics
17 Lilac Solutions Inc.
18 Saia Motor Freight Line LLC
19 Space Systems/Loral LLC
20 JAM'N Logistics
4
Total
3.6 % $
2.4 %
2.3 %
1.3 %
1.8 %
1.0 %
1.7 %
1.7 %
1.4 %
1.1 %
1.8 %
1.4 %
— %
0.5 %
1.5 %
1.5 %
0.7 %
0.4 %
0.8 %
0.7 %
27.6 % $
8,198
5,114
3,748
3,732
3,334
2,758
1,915
1,816
1,732
1,651
1,466
1,463
1,458
1,423
1,411
1,393
1,338
1,280
1,246
1,229
47,705
5.4 %
3.4 %
2.5 %
2.5 %
2.2 %
1.8 %
1.3 %
1.2 %
1.1 %
1.1 %
1.0 %
1.0 %
1.0 %
0.9 %
0.9 %
0.9 %
0.9 %
0.8 %
0.8 %
0.7 %
31.4 %
471,880
314,519
300,732
171,707
234,071
125,950
230,891
219,910
180,717
147,898
237,692
190,000
—
61,252
192,000
203,263
92,884
52,086
107,060
110,336
3,644,848
5
7
8
3
7
3
1
1
2
1
2
1
1
2
1
1
1
1
2
1
51
24
1
2
3
4
Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of December 31, 2020,
multiplied by 12.
Includes an improved land parcel consisting of 2.8 acres.
Includes two improved land parcels totaling 7.8 acres.
Lease area consists of 16.9 acres of improved land.
The following table summarizes the anticipated lease expirations for leases in place at December 31, 2020, without giving effect to renewal options or
termination rights, if any, at or prior to the scheduled expirations:
Year
1
2021
2022
2023
2024
2025
Thereafter
Total
Rentable
Square Feet
% of Total
Rentable
Square Feet
Annualized
Base Rent
2
(000’s)
% of Total
Annualized
Base Rent
1,776,606
1,636,765
1,892,122
1,569,617
1,558,816
4,478,187
12,912,113
13.5 % $
12.4 %
14.3 %
11.9 %
11.8 %
33.9 %
97.8 % $
20,516
18,233
24,060
20,766
23,514
65,576
172,666
11.9 %
10.6 %
13.9 %
12.0 %
13.6 %
38.0 %
100.0 %
1
2
Includes leases that expire on or after December 31, 2020 and month-to-month leases totaling approximately 68,412 square feet.
Annualized base rent is calculated as monthly base rent per the leases at expiration, excluding any partial or full rent abatements, as of December 31,
2020, multiplied by 12.
Our ability to re-lease or renew expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations. As of
December 31, 2020, leases representing approximately 11.9% of the total annualized base rent of our portfolio are scheduled to expire during the year ending
December 31, 2021. We currently expect that on average, the rental rates we are likely to achieve on any new (re-leased) or renewed leases for our 2021
expirations will be above the rates currently being paid for the same space. Rent changes on new and renewed leases totaling approximately 0.6 million square feet
commencing during the three months ended December 31, 2020 were approximately 10.9% higher as compared to the previous rental rates for that same space,
and rent changes on new and renewed leases totaling approximately 2.6 million square feet commencing during the year ended December 31, 2020 were
approximately 22.1% higher as compared to the previous rental rates for that same space. We had a tenant retention ratio of 64.3% and 57.7% for the three months
and year ended December 31, 2020, respectively. We define tenant retention as the square footage of all leases commenced during the period that are rented by
existing tenants divided by the square footage of all expiring leases during the reporting period. The square footage of tenants that default or buy-out prior to
expiration of their lease and short-term leases of less than one year, are not included in the calculation.
Our past performance may not be indicative of future results, and we cannot assure you that leases will be renewed or that our properties will be re-leased at
all or at rental rates above the current average rental rates. Further, re-leased/renewed rental rates in a particular market may not be consistent with rental rates
across our portfolio as a whole and re-leased/renewed rental rates for particular properties within a market may not be consistent with rental rates across our
portfolio within a particular market, in each case due to a number of factors, including local real estate conditions, local supply and demand for industrial space, the
condition of the property, the impact of leasing incentives, including free rent and tenant improvements and whether the property, or space within the property, has
been redeveloped.
As of December 31, 2020, one property with a gross investment book value of approximately $32.7 million was encumbered by a mortgage loan payable, net
of deferred financing costs, totaling approximately $11.3 million, which bears interest at a weighted average fixed annual rate of 5.49%. Subsequent to
December 31, 2020, we paid off such mortgage loan.
Item 3. Legal Proceedings.
We are not involved in any material litigation nor, to our knowledge, is any material litigation threatened against us.
Item 4. Mine Safety Disclosures.
25
Not Applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “TRNO”. As of January 21, 2021, there were approximately
32,378 holders of record of shares of our common stock. This number does not include stockholders for which shares are held in “nominee” or “street” name.
Distribution Policy
We intend to pay regular quarterly distributions when, as and if authorized by our board of directors and declared by us. Our ability to make distributions to
our stockholders also will depend on our levels of retained cash flows, which we intend to use as a source of investment capital. In order to qualify for taxation as a
REIT, we must distribute to our stockholders an amount at least equal to:
(i) 90% of our REIT taxable income (determined before the deduction for dividends paid and excluding any net capital gain); plus
(ii) 90% of the excess of our after-tax net income, if any, from foreclosure property over the tax imposed on such income by the Code; less
(iii) the sum of certain items of non-cash income.
Generally, we expect to distribute 100% of our REIT taxable income so as to avoid the income and excise tax on undistributed REIT taxable income.
However, we cannot assure you as to our ability to sustain those distributions.
The timing and frequency of distributions will be authorized by our board of directors and declared by us based upon a variety of factors, including:
•
•
•
•
•
•
•
•
•
•
actual results of operations;
our level of retained cash flows;
any debt service requirements;
capital expenditure requirements for our properties;
our property dispositions;
our taxable income;
the annual distribution requirement under the REIT provisions of the Code;
our operating expenses;
restrictions on the availability of funds under Maryland law; and
other factors that our board of directors may deem relevant.
To the extent that, in respect of any calendar year, cash available for distribution is less than our REIT taxable income, we could be required to sell assets or
borrow funds to make cash distributions or make a portion of the required distribution in the form of a taxable share distribution or distribution of debt securities.
Income as computed for purposes of the tax rules described above will not necessarily correspond to our income as determined for financial reporting purposes.
Distributions to our stockholders generally are taxable to our stockholders as ordinary income; however, because a significant portion of our investments are
equity ownership interests in industrial properties, which generate depreciation and other non-cash charges against our income, a portion of our distributions may
constitute a tax-free return of capital, although our current intention is to limit the level of such return of capital.
Performance Graph
26
The following graph compares the change in the cumulative total stockholder return on our common stock during the period from December 31, 2015 to
December 31, 2020 with the cumulative total return of the Standard and Poor’s 500 Stock Index, the MSCI U.S. REIT Index (RMS) and the FTSE Nareit Equity
Industrial Index. The return shown on the graph is not necessarily indicative of future performance. The comparison assumes that $100 was invested on
December 31, 2015 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any.
The performance graph and related information shall not be deemed “soliciting material” or be deemed to be “filed” with the SEC, nor shall such
information be incorporated by reference into any future filing, except to the extent that the company specifically incorporates it by reference into such filing.
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
None.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion 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
27
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.
Overview
We acquire, own and operate industrial real estate in six major coastal U.S. markets: Los Angeles, Northern New Jersey/New York City, San Francisco Bay
Area, Seattle, Miami, and Washington, D.C. We invest in several types of industrial real estate, including warehouse/distribution buildings (approximately 82.0%
of our total annualized base rent as of December 31, 2020), flex buildings (including light industrial and R&D) (approximately 5.0%), transshipment buildings
(approximately 5.3%) and improved land parcels (approximately 7.7%). We target functional properties in infill locations that may be shared by multiple tenants
and that cater to customer demand within the various submarkets in which we operate. Infill locations are geographic locations surrounded by high concentrations
of already developed land and existing buildings. As of December 31, 2020, we owned a total of 222 buildings aggregating approximately 13.2 million square feet,
25 improved land parcels consisting of approximately 91.5 acres and one property under redevelopment expected to contain approximately 0.2 million square feet
upon completion. As of December 31, 2020, our buildings and improved land parcels were approximately 97.8% and 98.6% leased, respectively, to 488 customers,
the largest of which accounted for approximately 5.4% of our total annualized base rent. We are an internally managed Maryland corporation and elected to be
taxed as a REIT under Sections 856 through 860 of the Code, commencing with our taxable year ended December 31, 2010.
Our Investment Strategy
We acquire, own and operate industrial real estate in six major coastal U.S. markets: Los Angeles, Northern New Jersey/New York City, San Francisco Bay
Area, Seattle, Miami, and Washington, D.C. We invest in several types of industrial real estate, including warehouse/distribution, flex (including light industrial
and R&D), transshipment and improved land. We target functional properties in infill locations that may be shared by multiple tenants and that cater to customer
demand within the various submarkets in which we operate.
We selected our target markets by drawing upon the experience of our executive management investing and operating in over 50 global industrial markets
located in North America, Europe and Asia, the fundamentals of supply and demand, and in anticipation of trends in logistics patterns resulting from population
changes, regulatory and physical constraints, changes in technology, e-commerce, the economic and environmental benefits of reducing vehicle miles traveled and
other factors. We believe that our target markets have attractive long term investment attributes. We target assets with characteristics that include, but are not
limited to, the following:
•
•
•
•
•
•
•
Located in high population coastal markets;
Close proximity to transportation infrastructure (such as sea ports, airports, highways and railways);
Situated in supply-constrained submarkets with barriers to new industrial development, as a result of physical and/or regulatory constraints;
Functional and flexible layout that can be modified to accommodate single and multiple tenants;
Acquisition price at a discount to the replacement cost of the property;
Potential for enhanced return through re-tenanting or operational and physical improvements; and
Opportunity for higher and better use of the property over time.
In general, we prefer to utilize local third-party property managers for day-to-day property management and as a source of acquisition opportunities. We
believe outsourcing property management is cost effective and provides us with operational flexibility. We may directly manage properties in the future if we
determine such direct property management is in our best interest.
We have no current intention to acquire undeveloped or unimproved industrial land or to pursue greenfield ground up development. Nevertheless, we pursue
redevelopment, renovation and expansion opportunities of properties that we own, acquire properties and improved land parcels with the intent to redevelop in the
near-term, and acquire adjacent land to expand our existing facilities.
We expect that we will continue to acquire the significant majority of our investments as equity interests in individual properties or portfolios of properties.
We may acquire industrial properties through the acquisition of other corporations or entities that own industrial real estate. We will opportunistically make
investments in debt secured by industrial real estate that would otherwise meet our investment criteria with the intention of ultimately acquiring the underlying real
estate. We currently do not intend to target specific percentages of holdings of particular types of industrial properties. This expectation is based upon prevailing
market conditions and may change over time in response to different prevailing market conditions.
28
The properties we acquire may be stabilized (fully leased) or unstabilized (have near term lease expirations, be partially or fully vacant and may require
physical repositioning).
We sell properties from time to time when we believe the prospective total return from a property is particularly low relative to its market value and/or the
market value of the property is significantly greater than its estimated replacement cost. Capital from such sales is reinvested into properties that are expected to
provide better prospective returns or returned to shareholders. We have disposed of 23 properties since inception in 2010 for an aggregate sales price of
approximately $364.7 million and a total gain of approximately $119.9 million.
2020 Developments
COVID-19
The COVID-19 pandemic, and mitigation measures put in place by governments to slow it, have caused significant economic disruption. We are
headquartered in San Francisco and our employees have been working remotely in accordance with recommendations by the City of San Francisco since March
2020. We utilize local, third-party property managers, and they are generally working remotely, as recommended by their municipalities. We have business
continuity and communication plans that have allowed, and we believe, although there can be no assurance, will continue to allow us to operate and manage our
portfolio effectively during such disruptions. We expect that we will, for the intermediate term, employ lower density work arrangements consistent with social
distancing and our business continuity plan.
While the impact of the COVID-19 pandemic on our business is not possible to predict accurately, we continue to work
with our customers who have been forced to close or otherwise limit operations or whose businesses have been adversely impacted during the COVID-19
pandemic to, on a case-by-case basis, provide rent deferments. Through February 8, 2021, we have granted rent deferrals to 62 tenants aggregating approximately
2.8% of annualized base rent. No rent abatements were granted. For the 62 rent deferrals granted:
•
•
•
17 tenants aggregating 0.3% of annualized base rent (11.0% of total deferrals) have completed their rent deferral period and have fully repaid the deferral
amounts;
31 tenants aggregating 2.1% of annualized base rent (73.6% of total deferrals) have not completed their rent deferral repayment period and are fulfilling
the terms of their deferral agreements; and
14 tenants aggregating 0.4% of annualized base rent (15.4% of total deferrals) have defaulted on their rent deferral repayments.
The acquisition and disposition markets slowed in the early months of the COVID-19 pandemic as market participants searched for price discovery. While
transaction markets have returned to more normal volumes, our acquisition volume will remain dependent on both the quality and pricing of the opportunity set
and the price of our stock relative to net asset value per share. We believe, although there can be no assurance, that our balance sheet is well positioned to make
opportunistic acquisitions as we have only $11.3 million of debt maturities expiring in 2021 and no balance outstanding on our $250 million revolving credit
facility. In addition, we had a cash balance of approximately $107.2 million as of December 31, 2020. See “Item 1A - Risk Factors” in this Annual Report on Form
10-K for additional discussion regarding the risks to which we are and may be subject as a result of the COVID-19 pandemic.
Acquisition Activity
During 2020, we acquired six industrial buildings containing approximately 0.2 million square feet and five improved land parcels containing approximately
12.0 acres for a total purchase price of approximately $96.7 million. The buildings and improved land parcels were acquired from unrelated third parties using
existing cash on hand, net proceeds from dispositions and net proceeds from the issuance of common stock. The following table sets forth the industrial buildings
and improved land parcels we acquired during 2020:
29
4
Property Name
Old Bayshore
3
Gladwick
84th Kent
Hudson
Starlite Street
Aviation Blvd
Porter Street
SE 32nd Street
Maple Street
6
East Marginal
7
McLaren
5
Total/Weighted Average
Location
Acquisition Date
Number of
Buildings
Square
Feet
Purchase Price
(in thousands)
1
Stabilized
Cap Rate
2
San Jose, CA
Rancho Dominguez, CA
Kent, WA
Seattle, WA
South San Francisco, CA
Inglewood, CA
Los Angeles, CA
Bellevue, WA
Rancho Dominguez, CA
Tukwila, WA
Irvine, CA
March 12, 2020
March 12, 2020
April 17, 2020
May 31, 2020
July 10, 2020
October 26, 2020
November 5, 2020
November 6, 2020
December 5, 2020
December 30, 2020
December 30, 2020
—
1
—
1
1
—
1
1
—
—
1
6
—
65,670
—
13,000
22,275
—
12,618
38,883
—
—
11,348
163,794
$
$
11,784
17,950
4,500
5,611
6,300
10,000
4,400
11,737
9,750
6,625
8,000
96,657
5.0 %
3.6 %
5.7 %
4.0 %
4.7 %
5.7 %
4.5 %
4.9 %
5.7 %
4.6 %
4.0 %
4.7 %
1
2
3
4
5
6
7
The total aggregate initial investment was approximately $100.4 million, including $1.7 million in closing costs and acquisition costs. Additionally, we
assumed $2.1 million in intangible liabilities.
Stabilized capitalization rates, referred to herein as stabilized cap rates, are calculated, at the time of acquisition, as annualized cash basis net operating
income for the property stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property. Total acquisition cost basis
for the property includes the initial purchase price, the effects of marking assumed debt to market, buyer’s due diligence and closing costs, estimated near-
term capital expenditures and leasing costs necessary to achieve stabilization. We define cash basis net operating income for the property as net operating
income excluding straight-line rents and amortization of lease intangibles. These stabilized cap rates are subject to risks, uncertainties, and assumptions
and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our
control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in this Annual
Report on Form 10-K.
An improved land parcel containing approximately 2.7 acres.
An improved land parcel containing approximately 2.8 acres.
An improved land parcel containing approximately 1.9 acres.
An improved land parcel containing approximately 2.5 acres.
An improved land parcel containing approximately 2.1 acres.
Redevelopment Activity
As of December 31, 2020, we owned one property under redevelopment that will contain approximately 0.2 million square feet upon completion with a total
expected investment of approximately $64.1 million, including redevelopment costs, capitalized interest and other costs of approximately $61.4 million as follows:
Property Name
Sodo Row - North & South
Total Expected
Investment (in
thousands)
1
Amount Spent to
Date (in
thousands)
Estimated
Amount
Remaining to
Spend (in
thousands)
Estimated
Stabilized Cap Rate
2
$
64,109
$
61,448
$
2,661
4.3 %
Estimated
Completion
Quarter
Q4 2021
% Pre-leased
December 31, 2020
14.0 %
1
2
Total expected investment for the property includes the initial purchase price, buyer’s due diligence and closing costs, estimated near-term redevelopment
expenditures, capitalized interest and leasing costs necessary to achieve stabilization.
Estimated stabilized cap rates are calculated as annualized cash basis net operating income for the property stabilized to market occupancy (generally
95%) divided by the total acquisition cost for the property. We define cash basis net operating income for the property as net operating income excluding
straight-line rents and amortization of lease intangibles. These estimated stabilized cap rates are subject to risks, uncertainties, and assumptions and are
not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control,
including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in this Annual Report
on Form 10-K.
30
During the year ended December 31, 2020, we completed redevelopment of our Kent 192 property in Kent, Washington and 6th Avenue South property in
Seattle, Washington, with estimated stabilized cap rates of 5.0% and 5.1%, respectively. The total aggregate investment was approximately $49.8 million
consisting of approximately 0.3 million square feet.
Disposition Activity
During the year ended December 31, 2020, we sold three properties located in the Washington, D.C. market for a total aggregate sales price of
approximately $51.3 million, resulting in a gain of approximately $17.8 million, and one property located in the Miami market for a sales price of approximately
$22.2 million, resulting in a gain of approximately $9.0 million.
The following summarizes the condensed results of operations of the properties sold during the year ended December 31, 2020 for the years ended
December 31, 2020, 2019 and 2018 (in thousands):
Rental revenues
Tenant expense reimbursements
Property operating expenses
Depreciation and amortization
Income from operations
ATM Program
For the Year Ended December 31,
2019
2018
2020
2,167 $
449
(690)
(415)
1,511 $
4,007 $
1,199
(1,631)
(1,664)
1,911 $
3,962
1,064
(1,402)
(1,685)
1,939
$
$
We have an at-the-market equity offering program (the “$300 Million ATM Program”) pursuant to which we may issue and sell shares of our common stock
having an aggregate offering price of up to $300.0 million ($84.1 million remaining as of December 31, 2020) in amounts and at times as we determine from time
to time. We intend to use the net proceeds from the offering of the shares under the $300 Million ATM Program, if any, for general corporate purposes, which may
include future acquisitions and repayment of indebtedness, including borrowings under our revolving credit facility. During 2020, we issued an aggregate of
1,197,597 shares of common stock at a weighted average offering price of $54.08 per share under the $300 Million ATM Program, resulting in net proceeds of
approximately $63.8 million and paying total compensation to the applicable sales agents of approximately $0.9 million.
Senior Secured Loan
We had a senior secured loan (the “Senior Secured Loan”) outstanding to a borrower that bore interest at a fixed annual interest rate of 8.0% and was fully
repaid in May 2020. The Senior Secured Loan was secured by a portfolio of six improved land parcels located primarily in Newark, New Jersey.
Share Repurchase Program
We have a share repurchase program authorizing us to repurchase up to 3,000,000 shares of our outstanding common stock from time to time through
December 31, 2022 (extended from December 31, 2020 by our board of directors on November 3, 2020). Purchases made pursuant to the program, if any, will be
made in either the open market or in privately negotiated transactions as permitted by federal securities laws and other legal requirements. The timing, manner,
price and amount of any repurchases will be determined by us in our discretion and will be subject to economic and market conditions, stock price, applicable legal
requirements and other factors. The program may be suspended or discontinued at any time. As of December 31, 2020, we have not repurchased any shares of our
common stock pursuant to our share repurchase program.
Dividend and Distribution Activity
The following table sets forth the cash dividends paid or payable per share during the year ended December 31, 2020:
For the Three
Months Ended
March 31, 2020
June 30, 2020
September 30, 2020
December 31, 2020
Security
Common stock
Common stock
Common stock
Common stock
$
$
$
$
Dividend
per Share
Declaration Date
Record Date
Date Paid
February 5, 2020
0.27
0.27 May 5, 2020
0.29
0.29
August 4, 2020
November 3, 2020
March 27, 2020
June 30, 2020
October 2, 2020
December 15, 2020
April 10, 2020
July 14, 2020
October 16, 2020
January 5, 2021
31
Contractual Commitments
As of February 9, 2021, we have outstanding contracts with third-party sellers to acquire six industrial properties for a total aggregate purchase price of
approximately $123.8 million, as further described under the heading “Contractual Obligations” in this Annual Report on Form 10-K. There is no assurance that
we will acquire the properties under contract because the proposed acquisitions are subject to the completion of satisfactory due diligence and various closing
conditions.
Outlook
Current operating conditions in our six markets for our business are very good. We believe that on average, the rental rates we are likely to achieve on new
or renewed leases for our 2021 expirations will be above the rates currently paid for the same space. However, new speculative development continues. This new
development will slow potential rent growth from what it would be without such new development.
We see attractive acquisition opportunities and expect our 2021 acquisition volume to exceed that of 2020, perhaps significantly so. Nevertheless, our
acquisition volume will be dependent on both the quality and pricing of the opportunity set and the price of our stock relative to net asset value (“NAV”). Those
conditions, not knowable in advance, will determine our results. We will continue to sell assets and redeploy the capital to enhance NAV or return the capital to
shareholders. We entered 2021 with our balance sheet exceedingly well positioned for growth, as we have no balance outstanding on our $250 million revolving
credit facility and a cash balance of approximately $107.2 million.
Eleven years ago, we completed our $175 million blind-pool IPO with a plan to invest in infill industrial real estate in the six best coastal U.S. markets.
Since then, we have grown to approximately $4.5 billion, with $4.0 billion of equity as of December 31, 2020.
Within our six markets we have increasingly focused on urban infill locations. While our net growth will remain limited to a size where we can make
directly informed operational decisions, we feel more strongly today than we did eleven years ago about the long-term investment merits of our strategy and the
growth opportunities ahead. We are mindful, always, that it is per share rather than aggregate results that matter.
We believe in the long-term operating prospects of our functional, extremely infill coastal assets. We believe in sound balance sheet management. We
believe in the benefits of our market-leading corporate governance and exceptionally aligned executive management compensation. As a result, we are enthusiastic
about the future and our ability to produce superior results for our shareholders over time.
Our outlook is subject to the risks set forth in this Annual Report on Form 10-K, including the risks set form in “Item 1A - Risk Factors”.
Inflation
Although the U.S. economy has been experiencing relatively modest inflation rates recently, and a wide variety of industries and sectors are affected
differently by changing commodity prices, inflation has increased construction costs but has not had a significant impact on our operating costs. Most of our leases
require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to
increases in costs and operating expenses resulting from inflation. In addition, leases with respect to approximately 63.9% of our total rentable square feet expire
within five years which enables us to seek to replace existing leases with new leases at the then-existing market rate.
Financial Condition and Results of Operations
We derive substantially all of our revenues from rents received from tenants under existing leases on each of our properties. These revenues include fixed
base rents and recoveries of certain property operating expenses that we have incurred and that we pass through to the individual tenants. Approximately 92.4% of
our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years.
Our primary cash expenses consist of our property operating expenses, which include: real estate taxes, repairs and maintenance, management expenses,
insurance, utilities, general and administrative expenses, which include compensation costs, office expenses, professional fees and other administrative expenses,
acquisition costs, which include third-party costs paid to brokers and consultants, and interest expense, primarily on our mortgage loans, revolving credit facility,
term loans and senior unsecured notes.
32
Our consolidated results of operations often are not comparable from period to period due to the impact of property acquisitions at various times during the
course of such periods. The results of operations of any acquired property are included in our financial statements as of the date of its acquisition.
The following analysis of our results below for the years ended December 31, 2020 and 2019 includes the changes attributable to same store properties. The
same store pool for the comparison of the 2020 and 2019 fiscal years includes all properties that were owned and in operation as of December 31, 2020 and since
January 1, 2019 and excludes properties that were either disposed of prior to, held for sale to a third-party or in redevelopment as of December 31, 2020. As of
December 31, 2020, the same store pool consisted of 198 buildings aggregating approximately 12.0 million square feet representing approximately 91.1% of our
total square feet owned and 14 improved land parcels consisting of approximately 54.2 acres. As of December 31, 2020, the non-same store properties, which we
acquired, redeveloped or sold during 2019 and 2020, or were held for sale (if any) or in redevelopment as of December 31, 2020, consisted of 24 buildings
aggregating approximately 1.2 million square feet, 11 improved land parcels consisting of approximately 37.3 acres and one property under redevelopment
expected to contain approximately 0.2 million square feet upon completion. As of December 31, 2020 and 2019, our consolidated same store pool occupancy was
approximately 98.0% and 97.8%, respectively.
Our future financial condition and results of operations, including rental revenues, straight-line rents and amortization of lease intangibles, may be impacted
by the acquisitions of additional properties, and expenses may vary materially from historical results.
33
Comparison of the Year Ended December 31, 2020 to the Year Ended Year Ended December 31, 2019:
1
Rental revenues
Same store
Non-same store operating properties
2
Total rental revenues
Tenant expense reimbursements
1
Same store
Non-same store operating properties
2
Total tenant expense reimbursements
Total revenues
Property operating expenses
Same store
Non-same store operating properties
2
Total property operating expenses
3
Net operating income
Same store
Non-same store operating properties
2
Total net operating income
Other costs and expenses
Depreciation and amortization
General and administrative
Acquisition costs
Total other costs and expenses
Other income (expense)
Interest and other income
Interest expense, including amortization
Loss on extinguishment of debt
Gain on sales of real estate investments
Total other income and (expenses)
Net income
For the Year Ended December 31,
2020
2019
(Dollars in thousands)
124,992 $
22,109
147,101
121,191 $
13,455
134,646
36,327
3,456
39,783
186,884
42,601
6,495
49,096
33,925
2,451
36,376
171,022
39,655
4,546
44,201
118,718
19,070
137,788 $
115,461
11,360
126,821 $
45,875
23,489
271
69,635
873
(15,997)
—
26,766
11,642
79,795 $
44,015
23,924
45
67,984
3,815
(16,338)
(189)
9,391
(3,321)
55,516 $
$
$
$
$ Change
% Change
3,801
8,654
12,455
2,402
1,005
3,407
15,862
2,946
1,949
4,895
3,257
7,710
10,967
1,860
(435)
226
1,651
(2,942)
341
189
17,375
14,963
24,279
3.1 %
64.3 %
9.3 %
7.1 %
41.0 %
9.4 %
9.3 %
7.4 %
42.9 %
11.1 %
2.8 %
67.9 %
8.6 %
4.2 %
(1.8)%
502.2 %
2.4 %
(77.1)%
(2.1)%
(100.0)%
185.0 %
n/a
43.7 %
1
2
3
On January 1, 2019, we adopted the practical expedient under Accounting Standards Update (“ASU”) No. 2018-11, Leases (Topic 842), Targeted
Improvements, which allows us to elect not to separate lease and non-lease rental income. All rental income earned pursuant to tenant leases is reflected
as one line, “Rental revenues and tenant expense reimbursements” on our accompanying consolidated statements of operations. We believe that the above
presentation of rental revenues and tenant expense reimbursements is not, and is not intended to be, a presentation in accordance with accounting
principals generally accepted in the United States of America ("GAAP"). We believe this information is frequently used by management, investors, and
other interested parties to evaluate our performance. See “Note 2 - Significant Accounting Policies” in our condensed notes to consolidated financial
statements for more information regarding our adoption of this standard.
Includes 2019 and 2020 acquisitions and dispositions, eleven improved land parcels and one property under redevelopment as of December 31, 2020.
Includes straight-line rents and amortization of lease intangibles. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a
reconciliation of net operating income and same store net operating income from net income and a discussion of why we believe net operating income and
same store net operating income are useful supplemental measures of our operating performance.
34
Revenues. Total revenues increased approximately $15.9 million for the year ended December 31, 2020 compared to the prior year due primarily to property
acquisitions during 2019 and 2020 and increased revenue on new and renewed leases. Cash rents on new and renewed leases totaling approximately 2.6 million
square feet commencing during the year ended December 31, 2020 increased approximately 22.1% compared to the same period from the prior year. For the three
months and year ended December 31, 2020, approximately $1.3 million and $4.3 million, respectively, was recorded in straight-line rental revenues related to
contractual rent abatements given to certain tenants. During the year ended December 31, 2020, primarily due to the effects of COVID-19 on our tenants,
approximately $1.3 million in straight-line rent receivables was reversed. Additionally, during the year ended December 31, 2020, we terminated a lease with the
existing tenant at our Belleville property and executed a new lease with a leading e-commerce firm. The lease termination fee received was approximately $3.3
million and the non-cash deferred rent receivable write-off was approximately $3.2 million.
Property operating expenses. Total property operating expenses increased approximately $4.9 million during the year ended December 31, 2020 compared
to the prior year. The increase in total property operating expenses was due primarily to an increase of approximately $1.1 million in utilities and maintenance
expenses and $1.5 million attributable to increases in real estate taxes for properties included in our same store pool.
Depreciation and amortization. Depreciation and amortization increased approximately $1.9 million during the year ended December 31, 2020 compared to
the prior year due to property acquisitions during 2019 and 2020.
General and administrative expenses. General and administrative expenses decreased approximately $0.4 million for the year ended December 31, 2020
compared to the prior year due primarily to decreased performance share award expense offset by increased compensation expense. The decrease in performance
share award expense primarily related to the expense for performance share awards granted prior to January 1, 2019, which varies quarter to quarter based on our
relative share price performance. Performance share award expense for the year ended December 31, 2020 was approximately $6.6 million as compared to
approximately $8.0 million for the prior year. See “Note 11 —Stockholder’s Equity” in our notes to the consolidated financial statements for more information
regarding our performance share awards.
Acquisition costs. Acquisition costs increased $0.2 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily
due to dead deal costs incurred during 2020 with respect to potential acquisitions that did not close.
Interest and other income. Interest and other income decreased approximately $2.9 million for the year ended December 31, 2020 compared to the prior year
primarily due to lower interest and fees earned on our Senior Secured Loan, offset by interest earned on higher cash balances held during the year ended
December 31, 2020.
Interest expense, including amortization. Interest expense decreased approximately $0.3 million for the year ended December 31, 2020 compared to the prior
year due primarily to lower average interest rate on our term loan and lower average outstanding borrowings on our mortgage loans payable, offset by a decrease of
$0.1 million in capitalized interest compared to the prior year.
Gain on sales of real estate investments. Gain on sales of real estate investments increased approximately $17.4 million for the year ended December 31,
2020 compared to the prior year. The aggregate sales price for property sales for the year ended December 31, 2020 was approximately $73.5 million as compared
to approximately $48.9 million for the prior year.
The following analysis of our results below for the years ended December 31, 2019 and 2018 includes the changes attributable to same store properties. The
same store pool for the comparison of the 2019 and 2018 fiscal years includes all properties that were owned and in operation as of December 31, 2019 and since
January 1, 2018 and excludes properties that were either disposed of prior to, held for sale to a third-party or in redevelopment as of December 31, 2019. As of
December 31, 2019, the same store pool consisted of 187 buildings aggregating approximately 11.8 million square feet representing approximately 88.6% of our
total square feet owned and ten improved land parcels consisting of approximately 47.2 acres. As of December 31, 2019, the non-same store properties, which we
acquired or sold during 2018 and 2019, were held for sale (if any) or in redevelopment as of December 31, 2019, consisted of 33 buildings aggregating
approximately $1.5 million square feet, nine improved land parcels consisting of approximately 30.4 acres and four properties under redevelopment expected to
contain approximately 0.5 million square feet upon completion. As of December 31, 2019 and 2018, our consolidated same store pool occupancy was
approximately 98.4% and 99.1%, respectively.
35
Comparison of the Year Ended December 31, 2019 to the Year Ended December 31, 2018:
1
Rental revenues
Same store
Non-same store operating properties
2
Total rental revenues
Tenant expense reimbursements
1
Same store
Non-same store operating properties
2
Total tenant expense reimbursements
Total revenues
Property operating expenses
Same store
Non-same store operating properties
2
Total property operating expenses
3
Net operating income
Same store
Non-same store operating properties
2
Total net operating income
Other costs and expenses
Depreciation and amortization
General and administrative
Acquisition costs
Total other costs and expenses
Other income (expense)
Interest and other income
Interest expense, including amortization
Loss on extinguishment of debt
Gain on sales of real estate investments
Total other income and expenses
Net income
For the Year Ended December 31,
2019
2018
(Dollars in thousands)
115,505 $
19,141
134,646
109,096 $
9,087
118,183
33,287
3,089
36,376
171,022
38,302
5,899
44,201
31,948
1,526
33,474
151,657
37,539
2,449
39,988
110,490
16,331
126,821 $
103,505
8,164
111,669 $
44,015
23,924
45
67,984
3,815
(16,338)
(189)
9,391
(3,321)
55,516 $
40,816
21,503
124
62,443
3,664
(18,211)
—
28,610
14,063
63,289 $
$
$
$
$ Change
% Change
6,409
10,054
16,463
1,339
1,563
2,902
19,365
763
3,450
4,213
6,985
8,167
15,152
3,199
2,421
(79)
5,541
151
1,873
(189)
(19,219)
(17,384)
(7,773)
5.9 %
110.6 %
13.9 %
4.2 %
102.4 %
8.7 %
12.8 %
2.0 %
140.9 %
10.5 %
6.7 %
100.0 %
13.6 %
7.8 %
11.3 %
(63.7) %
8.9 %
4.1 %
(10.3) %
n/a
(67.2) %
n/a
(12.3) %
1
2
3
On January 1, 2019, we adopted the practical expedient under ASU No. 2018-11, Leases (Topic 842), Targeted Improvements, which allows us to elect
not to separate lease and non-lease rental income. All rental income earned pursuant to tenant leases is reflected as one line, “Rental revenues and tenant
expense reimbursements” on our accompanying consolidated statements of operations. We believe that the above presentation of rental revenues and
tenant expense reimbursements is not, and is not intended to be, a presentation in accordance with GAAP. We believe this information is frequently used
by management, investors, and other interested parties to evaluate our performance. See “Note 2 - Significant Accounting Policies” in our condensed
notes to consolidated financial statements for more information regarding our adoption of this standard.
Includes 2018 and 2019 acquisitions and dispositions, nine improved land parcels and four properties under redevelopment as of December 31, 2019.
Includes straight-line rents and amortization of lease intangibles. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a
reconciliation of net operating income and same store net operating income from net income and a discussion of why we believe net operating income and
same store net operating income are useful supplemental measures of our operating performance.
36
Revenues. Total revenues increased approximately $19.4 million for the year ended December 31, 2019 compared to the prior year due primarily to property
acquisitions during 2019 and 2018 and increased revenue on new and renewed leases. Cash rents on new and renewed leases totaling 0.2 million square feet
commencing during the year ended December 31, 2019 increased approximately 17.3% compared to the same period from the prior year. For the three months and
year ended December 31, 2019, approximately $0.3 million and $2.0 million, respectively, was recorded in straight-line rental revenues related to contractual rent
abatements given to certain tenants.
Property operating expenses. Total property operating expenses increased approximately $4.2 million during the year ended December 31, 2019 compared
to the prior year. The increase in total property operating expenses was due primarily to an increase of approximately $3.5 million attributable to property
acquisitions during 2019 and 2018.
Depreciation and amortization. Depreciation and amortization increased approximately $3.2 million during the year ended December 31, 2019 compared to
the prior year due to property acquisitions during 2019 and 2018.
General and administrative expenses. General and administrative expenses increased approximately $2.4 million for the year ended December 31, 2019
compared to the prior year due primarily to increased compensation expense, bonus expense, accounting service fees, and performance share award expense. The
increase in performance share award expense primarily related to the expense for performance share awards granted prior to January 1, 2019, which varies quarter
to quarter based on our relative share price performance. Performance share award expense for the year ended December 31, 2019 was approximately $8.0 million
as compared to approximately $7.1 million for the prior year. See “Note 11 - Stockholder’s Equity” in our notes to the consolidated financial statements for more
information regarding our performance share awards.
Acquisition costs. Acquisition costs decreased by approximately $0.1 million for the year ended December 31, 2019 compared to the year ended 2018.
Interest and other income. Interest and other income increased approximately $0.2 million for the year ended December 31, 2019 compared to the prior year
primarily due to approximately $3.3 million in interest and fees earned on our Senior Secured Loan, which we made in May 2018, and higher cash balances and
interest rates during 2019 compared to the prior year.
Interest expense, including amortization. Interest expense decreased approximately $1.9 million for the year ended December 31, 2019 compared to the prior
year due primarily to lower average outstanding borrowings on our revolving credit facility and mortgage loans payable and an increase of $0.7 million in
capitalized interest compared to the prior year.
Gain on sales of real estate investments. Gain on sales of real estate investments decreased approximately $19.2 million for the year ended December 31,
2019 compared to the prior year. The aggregate sales price for property sales for the year ended December 31, 2019 was approximately $48.9 million as compared
to approximately $82.1 million for the prior year.
Liquidity and Capital Resources
The primary objective of our financing strategy is to maintain financial flexibility with a conservative capital structure using retained cash flows, proceeds
from dispositions of properties, long-term debt and the issuance of common and perpetual preferred stock to finance our growth. Over the long-term, we intend to:
•
limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding perpetual preferred
stock to less than 35% of our total enterprise value;
• maintain a fixed charge coverage ratio in excess of 2.0x;
• maintain a debt-to-adjusted EBITDA ratio below 6.0x;
•
•
limit the principal amount of our outstanding floating rate debt to less than 20% of our total consolidated indebtedness; and
have staggered debt maturities that are aligned to our expected average lease term (5-7 years), positioning us to re-price parts of our capital structure as
our rental rates change with market conditions.
We intend to preserve a flexible capital structure with a long-term goal to maintain our investment grade rating and be in a position to issue additional
unsecured debt and perpetual preferred stock. Fitch Ratings assigned us an issuer rating of BBB with a stable outlook. A security rating is not a recommendation to
buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. There can be no assurance that we will be able
to maintain our current credit rating. Our credit rating can affect the amount and type of capital we can access, as well as the terms of any financings we may
obtain. In the event our current credit rating is downgraded, it may become difficult or expensive to obtain additional
37
financing or refinance existing obligations and commitments. We intend to primarily utilize senior unsecured notes, term loans, credit facilities, dispositions of
properties, common stock and perpetual preferred stock. We may also assume debt in connection with property acquisitions which may have a higher loan-to-value
ratio.
We expect to meet our short-term liquidity requirements generally through net cash provided by operations, existing cash balances and, if necessary, short-
term borrowings under our revolving credit facility. We believe that our net cash provided by operations will be adequate to fund operating requirements, pay
interest on any borrowings and fund distributions in accordance with the REIT requirements of the federal income tax laws. In the near-term, we intend to fund
future investments in properties with cash on hand, term loans, senior unsecured notes, mortgages, borrowings under our revolving credit facility, perpetual
preferred and common stock issuances and, from time to time, property dispositions. We expect to meet our long-term liquidity requirements, including with
respect to other investments in industrial properties, property acquisitions, property redevelopments, renovations and expansions and scheduled debt maturities,
through borrowings under our revolving credit facility, periodic issuances of common stock, perpetual preferred stock, and long-term secured and unsecured debt,
and, from time to time, with proceeds from the disposition of properties. The success of our acquisition strategy may depend, in part, on our ability to obtain and
borrow under our revolving credit facility and to access additional capital through issuances of equity and debt securities.
The following sets forth certain information regarding our current at-the-market common stock offering program as of December 31, 2020:
ATM Stock Offering Program
$300 Million ATM Program
Date Implemented
Maximum Aggregate
Offering Price
(in thousands)
Aggregate Common Stock
Available as of December 31, 2020
(in thousands)
May 17, 2019 $
300,000
$
84,090
The table below sets forth the activity under our at-the-market common stock offering programs during the years ended December 31, 2020 and 2019,
respectively (in thousands, except share and price per share data):
For the Year Ended
December 31, 2020
December 31, 2019
Shares Sold
Weighted Average
Price Per Share
Net Proceeds
Sales Commissions
1,197,597 $
6,064,576 $
54.08
45.85
$
$
63,828 $
275,026 $
939
4,032
Our Senior Secured Loan bore interest at a fixed annual interest rate of 8.0% and was fully repaid in May 2020. The Senior Secured Loan was secured by a
portfolio of six improved land parcels located primarily in Newark, New Jersey. As of December 31, 2020 and December 31, 2019, there was approximately $0
and $15.9 million, respectively, net of deferred loan fees of approximately $0 and $0.1 million, respectively, outstanding on the Senior Secured Loan and
approximately $0 and $0.3 million, respectively, of interest receivable outstanding on the Senior Secured Loan.
As of December 31, 2020, we had $50.0 million of senior unsecured notes that mature in September 2022, $100.0 million of senior unsecured notes that
mature in July 2024, $50.0 million of senior unsecured notes that mature in July 2026, $50.0 million of senior unsecured notes that mature in October 2027 and
$100.0 million of senior unsecured notes that mature in December 2029 (collectively, the “Senior Unsecured Notes”) and a credit facility (the “Facility”), which
consists of a $250.0 million unsecured revolving credit facility that matures in October 2022 and a $100.0 million term loan that matures in January 2022. As of
both December 31, 2020 and December 31, 2019, there were no borrowings outstanding on our revolving credit facility and $100.0 million of borrowings
outstanding on our term loan.
As of December 31, 2020, we had one interest rate cap to hedge the variable cash flows associated with $50.0 million of our existing $100.0 million
variable-rate term loan. The cap has a notional value of $50.0 million and will effectively cap the annual interest rate payable at 4.0% plus 1.20% to 1.70%,
depending on leverage, with respect to $50.0 million for the period from December 1, 2014 (effective date) to May 4, 2021. As of December 31, 2019, we had an
additional interest rate cap with a notional value of $50.0 million (which expired on February 3, 2020) to hedge the variable cash flows associated with $50.0
million of our existing $100.0 million variable-rate term loan. We are required to make certain monthly variable rate payments on the term loan, while the
applicable counterparty is obligated to make certain monthly floating rate payments based on LIBOR to us in the event LIBOR is greater than 4.0%, referencing
the same notional amount.
The aggregate amount of the Facility may be increased to a total of up to $600.0 million, subject to the approval of the administrative agent and the
identification of lenders willing to make available additional amounts. Outstanding borrowings under the Facility are limited to the lesser of (i) the sum of the
$250.0 million revolving credit facility and the $100.0 million term loan or (ii) 60.0% of the value of the unencumbered properties. Interest on the Facility,
including the term loan, is
38
generally to be paid based upon, at our option, either (i) LIBOR plus the applicable LIBOR margin or (ii) the applicable base rate which is the greatest of the
administrative agent’s prime rate, 0.50% above the federal funds effective rate, or thirty-day LIBOR plus the applicable LIBOR margin for LIBOR rate loans under
the Facility plus 1.25%. The applicable LIBOR margin will range from 1.05% to 1.50% (1.05% as of December 31, 2020) for the revolving credit facility and
1.20% to 1.70% (1.20% as of December 31, 2020) for the $100.0 million term loan, depending on the ratio of our outstanding consolidated indebtedness to the
value of our consolidated gross asset value. The Facility requires quarterly payments of an annual facility fee in an amount ranging from 0.15% to 0.30%
depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value.
The Facility and the Senior Unsecured Notes are guaranteed by us and by substantially all of the current and to-be-formed subsidiaries of the borrower that
own an unencumbered property. The Facility and the Senior Unsecured Notes are unsecured by our properties or by interests in the subsidiaries that hold such
properties. The Facility and the Senior Unsecured Notes include a series of financial and other covenants with which we must comply. We were in compliance
with the covenants under the Facility and the Senior Unsecured Notes as of December 31, 2020 and 2019.
As of December 31, 2020 and 2019, we had outstanding mortgage loans payable, net of deferred financing costs, of approximately $11.3 million and $44.3
million, respectively, and held cash and cash equivalents totaling approximately $107.2 million and $110.1 million, respectively. Subsequent to December 31,
2020, we used cash on hand to repay the mortgage loan payable of $11.3 million.
The following tables summarize our debt maturities and principal payments as of and for the year ended December 31, 2020, and market capitalization,
capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the years ended December 31, 2020 and 2019
(dollars in thousands – except per share data):
2021
2022
2023
2024
2025
Thereafter
Total Debt
Deferred financing costs, net
Total Debt, net
Weighted average interest rate
Credit
Facility
Term
Loans
Senior
Unsecured
Notes
Mortgage
Loans
Payable
Total Debt
— $
—
—
—
—
—
—
—
— $
n/a
—
100,000
—
—
—
—
100,000
(209)
99,791
$
$
—
50,000
—
100,000
—
200,000
350,000
(1,937)
348,063
$
$
11,271
—
—
—
—
—
11,271
(7)
11,264
$
$
11,271
150,000
—
100,000
—
200,000
461,271
(2,153)
459,118
1.3 %
3.8 %
5.5 %
3.3 %
$
$
39
Total Debt, net
Equity
Common Stock
Shares Outstanding
Market Price
Market Value
Total Market Capitalization
1
2
3
5
Total Debt-to-Total Investments in Properties
4
Total Debt-to-Total Investments in Properties and Senior Secured Loan
Total Debt-to-Total Market Capitalization
6
Floating Rate Debt as a % of Total Debt
7
Unhedged Floating Rate Debt as a % of Total Debt
Mortgage Loans Payable as a % of Total Debt
9
Mortgage Loans Payable as a % of Total Investments in Properties
Adjusted EBITDA
11
Interest Coverage
Fixed Charge Coverage
Total Debt-to-Adjusted EBITDA
Weighted Average Maturity of Total Debt (years)
13
10
12
8
As of December 31, 2020
459,118
$
As of December 31, 2019
491,575
$
$
$
$
68,515,588
58.51
4,008,847
4,467,965
$
$
67,252,787
54.14
3,641,066
4,132,641
20.6 %
20.6 %
10.3 %
21.7 %
10.9 %
2.5 %
0.5 %
22.8 %
22.7 %
11.9 %
20.3 %
— %
9.0 %
2.1 %
124,998
$
117,356
7.8x
7.1x
3.5x
4.5
7.2x
6.0x
4.1x
5.1
1
2
3
4
5
6
7
8
9
Includes 203,729 and 426,770 shares of unvested restricted stock outstanding as of December 31, 2020 and 2019, respectively.
Closing price of our shares of common stock on the New York Stock Exchange on December 31, 2020 and 2019, respectively, in dollars per share.
Total debt-to-total investments in properties is calculated as total debt, including premiums and net of deferred financing costs, divided by total
investments in properties as of December 31, 2020 and 2019, respectively.
Total debt-to-total investments in properties and Senior Secured Loan is calculated as total debt, including premiums and net of deferred financing costs,
divided by total investments in properties and total Senior Secured Loan, net of deferred loan fees of approximately $0 and $0.1 million, as of
December 31, 2020 and 2019, respectively. The Senior Secured Loan was fully repaid in May 2020.
Total debt-to-total market capitalization is calculated as total debt, including premiums and net of deferred financing costs, divided by total market
capitalization as of December 31, 2020 and 2019, respectively.
Floating rate debt as a percentage of total debt is calculated as floating rate debt, including premiums and net of deferred financing costs, divided by total
debt, including premiums and net of deferred financing costs. Floating rate debt includes $100.0 million variable-rate term loan borrowings, of which
$50.0 million is subject to an interest rate cap of 4.0% plus 1.20% to 1.70%, depending on leverage as of December 31, 2020, and $150.0 million
variable-rate term loan borrowings, of which $100.0 million was subject to interest rate caps of 4.0% plus 1.20% to 1.70% as of December 31, 2019. See
“Note 9 – Derivative Financial Instruments” in our notes to consolidated financial statements for more information regarding our interest rate caps.
Unhedged floating rate debt as a percentage of total debt is calculated as unhedged floating rate debt, including premiums and net of deferred financing
costs, divided by total debt, including premiums and net of deferred financing costs. Hedged debt includes our $100.0 million variable-rate term loan
borrowings, of which $50.0 million is subject to an interest rate cap of 4.0% plus 1.20% to 1.70%, depending on leverage as of December 31, 2020, and
our $100.0 million variable rate term loan borrowings of which $100.0 million was subject to interest rate caps of 4.0% plus 1.20% to 1.70% as of
December 31, 2019. See “Note 9 – Derivative Financial Instruments” in our notes to consolidated financial statements for more information regarding our
interest rate caps.
Mortgage loans payable as a percentage of total debt is calculated as mortgage loans payable, including premiums and net of deferred financing costs,
divided by total debt, net of deferred financing costs.
Mortgage loans payable as a percentage of total investments in properties is calculated as mortgage loans payable, including premiums and net of deferred
financing costs, divided by total investments in properties.
40
10
11
12
13
Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation
(“Adjusted EBITDA”) for the years ended December 31, 2020 and 2019, respectively. See “Non-GAAP Financial Measures” in this Annual Report on
Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful
supplemental measure of our operating performance.
Interest coverage is calculated as Adjusted EBITDA divided by interest expense, including amortization. See “Non-GAAP Financial Measures” in this
Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted
EBITDA is a useful supplemental measure of our operating performance.
Fixed charge coverage is calculated as Adjusted EBITDA divided by interest expense, including amortization plus capitalized interest. See “Non-GAAP
Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of
why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.
Total debt-to-Adjusted EBITDA is calculated as total debt, including premiums and net of deferred financing costs, divided by annualized Adjusted
EBITDA. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net
income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.
The following table sets forth the cash dividends paid or payable per share during the years ended December 31, 2020 and 2019:
For the Three
Months Ended
March 31, 2020
June 30, 2020
September 30, 2020
December 31, 2020
For the Three
Months Ended
March 31, 2019
June 30, 2019
September 30, 2019
December 31, 2019
Sources and Uses of Cash
Security
Common stock $
Common stock $
Common stock $
Common stock $
Security
Common stock $
Common stock $
Common stock $
Common stock $
Dividend
per Share
Declaration Date
Record Date
0.27
0.27
0.29
0.29
February 05, 2020
May 05, 2020
August 04, 2020
November 03, 2020
March 27, 2020
June 30, 2020
October 02, 2020
December 15, 2020
Dividend
per Share
Declaration Date
Record Date
0.24
0.24
0.27
0.27
February 05, 2019
April 30, 2019
July 26, 2019
October 29, 2019
March 29, 2019
July 05, 2019
October 04, 2019
December 31, 2019
Date Paid
April 10, 2020
July 14, 2020
October 16, 2020
January 05, 2021
Date Paid
April 12, 2019
July 19, 2019
October 18, 2019
January 14, 2020
Our principal sources of cash are cash from operations, borrowings under loans payable, draws on our Facility, common and preferred stock issuances,
proceeds from property dispositions and issuances of unsecured notes. Our principal uses of cash are asset acquisitions, debt service, capital expenditures,
operating costs, corporate overhead costs and common stock dividends.
Cash From Operating Activities. Net cash provided by operating activities totaled approximately $101.1 million for the year ended December 31, 2020
compared to approximately $94.7 million for the year ended 2019. This increase in cash provided by operating activities is primarily attributable to additional cash
flows generated from the properties acquired during 2020 and 2019 and increased rents on new and renewed leases at our same store properties. Additionally,
during the year ended December 31, 2020, we received cash of approximately $3.3 million related to the termination of a lease held with the existing tenant at our
Belleville property.
Cash From Investing Activities. Net cash used in investing activities was approximately $52.1 million and $251.5 million, respectively, for the years ended
December 31, 2020 and 2019, which consists primarily of cash paid for property acquisitions of $98.1 million and $238.7 million, respectively, and additions to
capital improvements of approximately $40.6 million and $60.0 million, respectively, offset by net proceeds from sales of real estate investments of approximately
$70.7 million and $47.1 million, respectively, and net cash received for repayment of the Senior Secured Loan of $15.9 million and $0, respectively, for the years
ended December 31, 2020 and 2019.
41
Cash From Financing Activities. Net cash used by financing activities was approximately $53.9 million for the year ended December 31, 2020, which
consists primarily of approximately $63.8 million in net common stock issuance proceeds, offset by approximately $74.8 million in equity dividend payments and
$33.0 million in mortgage loan payments. Net cash provided by financing activities was approximately $235.1 million for the year ended December 31, 2019,
which consists primarily of approximately $274.0 million in net common stock issuance proceeds and borrowings of $100.0 million in connection with our
issuance of senior unsecured notes, offset by approximately $63.6 million in equity dividend payments, $50.0 million in payments on our term loan that was to
mature in August 2021 and and approximately $19.0 million in net payments on our revolving credit facility.
Critical Accounting Policies
Below is a discussion of the accounting policies that we believe are critical. We consider these policies critical because they require estimates about matters
that are inherently uncertain, involve various assumptions and require significant management judgment, and because they are important for understanding and
evaluating our reported financial results. These judgments will affect the reported amounts of assets and liabilities and our disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Applying different estimates or
assumptions may result in materially different amounts reported in our financial statements.
Capitalization of Costs. We capitalize costs directly related to the redevelopment, renovation and expansion of our investment in real estate. Costs associated
with such projects are capitalized as incurred. If the project is abandoned, these costs are expensed during the period in which the redevelopment or expansion
project is abandoned. Costs considered for capitalization include, but are not limited to, construction costs, interest, real estate taxes and insurance, if appropriate.
These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress. In the event that the activities
to ready the asset for its intended use are suspended, the capitalization period will cease until such activities are resumed. Costs incurred for maintaining and
repairing properties, which do not extend their useful lives, are expensed as incurred.
Interest is capitalized based on actual capital expenditures from the period when redevelopment, renovation or expansion commences until the asset is ready
for its intended use, at the weighted average borrowing rate during the period.
Property Acquisitions. Effective January 1, 2017, we adopted ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business
which requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of
similar identifiable assets, the integrated set of assets and activities is not considered a business. To be a business, the set of acquired activities and assets must
include inputs and one or more substantive processes that together contribute to the ability to create outputs. We have determined that our real estate property
acquisitions will generally be accounted for as asset acquisitions under the clarified definition. Prior to January 1, 2017, we generally accounted for property
acquisitions as business combinations, in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Upon acquisition of a
property we estimate the fair value of acquired tangible assets (consisting generally of land, buildings and improvements) and intangible assets and liabilities
(consisting generally of the above and below-market leases and the origination value of all in-place leases). We determine fair values using Level 3 inputs such as
replacement cost, estimated cash flow projections and other valuation techniques and applying appropriate discount and capitalization rates based on available
market information. Mortgage loans assumed in connection with acquisitions are recorded at their fair value using current market interest rates for similar debt at
the date of acquisition. Acquisition-related costs associated with asset acquisitions are capitalized to individual tangible and intangible assets and liabilities
assumed on a relative fair value basis and acquisition-related costs associated with business combinations are expensed as incurred.
The fair value of the tangible assets is determined by valuing the property as if it were vacant. Land values are derived from current comparative sales
values, when available, or management’s estimates of the fair value based on market conditions and the experience of our management team. Building and
improvement values are calculated as replacement cost less depreciation, or management’s estimates of the fair value of these assets using discounted cash flow
analyses or similar methods. The fair value of the above and below-market leases is based on the present value of the difference between the contractual amounts
to be received pursuant to the acquired leases (using a discount rate that reflects the risks associated with the acquired leases) and our estimate of the market lease
rates measured over a period equal to the remaining term of the leases plus the term of any below-market fixed rate renewal options. The above and below-market
lease values are amortized to rental revenues over the remaining initial term plus the term of any below-market fixed rate renewal options that are considered
bargain renewal options of the respective leases. The origination value of in-place leases is based on costs to execute similar leases, including commissions and
other related costs. The origination value of in-place leases also includes real estate taxes,
42
insurance and an estimate of lost rental revenue at market rates during the estimated time required to lease up the property from vacant to the occupancy level at
the date of acquisition.
Impairment. Carrying values for financial reporting purposes are reviewed for impairment on a property-by-property basis whenever events or changes in
circumstances indicate that the carrying value of a property may not be fully recoverable. Examples of such events or changes in circumstances may include
classifying an asset to be held for sale, changing the intended hold period or when an asset remains vacant significantly longer than expected. The intended use of
an asset either held for sale or held for use can significantly impact how impairment is measured. If an asset is intended to be held for the long-term, the
recoverability is based on the undiscounted future cash flows. If the asset carrying value is not supported on an undiscounted future cash flow basis, then the asset
carrying value is measured against the lower of cost or the present value of expected cash flows over the expected hold period. An impairment charge to earnings is
recognized for the excess of the asset’s carrying value over the lower of cost or the present values of expected cash flows over the expected hold period. If an asset
is intended to be sold, impairment is determined using the estimated fair value less costs to sell. The estimation of expected future net cash flows is inherently
uncertain and relies on assumptions, among other things, regarding current and future economic and market conditions and the availability of capital. We
determine the estimated fair values based on its assumptions regarding rental rates, lease-up and holding periods, as well as sales prices. When available, current
market information is used to determine capitalization and rental growth rates. If available, current comparative sales values may also be used to establish fair
value. When market information is not readily available, the inputs are based on our understanding of market conditions and the experience of our management
team. Actual results could differ significantly from our estimates. The discount rates used in the fair value estimates represent a rate commensurate with the
indicated holding period with a premium layered on for risk.
Revenue Recognition. We record rental revenue from operating leases on a straight-line basis over the term of the leases and maintain an allowance for
estimated losses that may result from the inability of our tenants to make required payments. If tenants fail to make contractual lease payments that are greater than
our allowance for doubtful accounts, security deposits and letters of credit, then we may have to recognize additional doubtful account charges in future periods.
We monitor the liquidity and creditworthiness of our tenants on an on-going basis by reviewing their financial condition periodically as appropriate. Each period
we review our outstanding accounts receivable, including straight-line rents, for doubtful accounts and provide allowances as needed. We also record lease
termination fees when a tenant has executed a definitive termination agreement with us and the payment of the termination fee is not subject to any conditions that
must be met or waived before the fee is due to us. If a tenant remains in the leased space following the execution of a definitive termination agreement, the
applicable termination will be deferred and recognized over the term of such tenant’s occupancy.
Tenant expense reimbursement income includes payments and amounts due from tenants pursuant to their leases for real estate taxes, insurance and other
recoverable property operating expenses and is recognized as revenues during the same period the related expenses are incurred.
Income Taxes. We elected to be taxed as a REIT under the Code and operate as such beginning with our taxable year ended December 31, 2010. To qualify
as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income
to our stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as
calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax to the extent we distribute qualifying dividends to our
stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax
rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during
which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net
cash available for distribution to stockholders. However, we believe we are organized and operate in such a manner as to qualify for treatment as a REIT.
Stock-Based Compensation and Other Long-Term Incentive Compensation. We follow the provisions of ASC 718, Compensation-Stock Compensation, to
account for our stock-based compensation plan, which requires that the compensation cost relating to stock-based payment transactions be recognized in the
financial statements and that the cost be measured on the fair value of the equity or liability instruments issued. Our 2019 Equity Incentive Plan (the "2019 Plan")
provides for the grant of restricted stock awards, performance share awards, unrestricted shares or any combination of the foregoing. Stock-based compensation is
recognized as a general and administrative expense in the financial statements and measured at the fair value of the award on the date of grant. We estimate the
forfeiture rate based on historical experience as well as expected behavior. The amount of the expense may be subject to adjustment in future periods depending on
the specific characteristics of the stock-based award.
43
In addition, we have awarded long-term incentive target awards (the "Performance Share awards") under the Amended and Restated Long-Term Incentive
Plan (as amended and restated, the "Amended LTIP"), which we amended and restated on January 8, 2019, to our executives that are payable in shares of our
common stock after the conclusion of each pre-established performance measurement period, which is generally three years. The amount that may be earned is
variable depending on the relative total shareholder return of our stock as compared to the total shareholder return of the MSCI U.S. REIT Index (RMS) and the
FTSE Nareit Equity Industrial Index over the pre-established performance measurement period. Under the Amended LTIP, each participant’s Performance Share
award granted on or after January 1, 2019 will be expressed as a number of shares of common stock and settled in shares of common stock. Target awards were
previously expressed as a dollar amount and settled in shares of common stock. Commencing with Performance Share awards granted on or after January 1, 2019,
the grant date fair value of the Performance Share awards will be determined under current accounting treatment using a Monte Carlo simulation model on the date
of grant and recognized on a straight-line basis over the performance period. For Performance Share awards granted prior to January 1, 2019, we estimate the fair
value of the Performance Share awards using a Monte Carlo simulation model on the date of grant and at each reporting period. The Performance Share awards
granted prior to January 1, 2019 are recognized as compensation expense over the requisite performance period based on the fair value of the Performance Share
awards at the balance sheet date, which varies quarter to quarter based on our relative share price performance, and are included as a component of Performance
Share awards payable in the accompanying consolidated balance sheets.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Contractual Obligations
As of February 9, 2021, we have outstanding contracts with third-party sellers to acquire six industrial properties for a total aggregate purchase price of
approximately $123.8 million. There is no assurance that we will acquire the properties under contract because the proposed acquisitions are subject to the
completion of satisfactory due diligence and various closing conditions.
Non-GAAP Financial Measures
We use the following non-GAAP financial measures that we believe are useful to investors as key supplemental measures of our operating performance:
funds from operations, or FFO, Adjusted EBITDA, net operating income, or NOI, same store NOI and cash-basis same store NOI. FFO, Adjusted EBITDA, NOI,
same store NOI and cash-basis same store NOI should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP.
Further, our computation of FFO, Adjusted EBITDA, NOI, same store NOI and cash-basis same store NOI may not be comparable to FFO, Adjusted EBITDA,
NOI, same store NOI and cash-basis same store NOI reported by other companies.
We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”), which defines FFO as
net income (loss) (determined in accordance with GAAP), excluding gains (losses) from sales of property and impairment write-downs of depreciable real estate,
plus depreciation and amortization on real estate assets and after adjustments for unconsolidated partnerships and joint ventures (which are calculated to reflect
FFO on the same basis). We believe that presenting FFO provides useful information to investors regarding our operating performance because it is a measure of
our operations without regard to specified non-cash items, such as real estate depreciation and amortization and gain or loss on sale of assets.
We believe that FFO is a meaningful supplemental measure of our operating performance because historical cost accounting for real estate assets in
accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or
fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use
historical cost accounting alone to be insufficient. As a result, we believe that the use of FFO, together with the required GAAP presentations, provide a more
complete understanding of our operating performance.
The following table reflects the calculation of FFO reconciled from net income (loss), net of redemption of preferred stock and preferred stock dividends for
the three months ended December 31, 2020, 2019 and 2018 and for the years ended December 31, 2020, 2019 and 2018 (dollars in thousands except per share
data):
44
For the Three Months Ended
December 31,
For the Three Months Ended
December 31,
2020
2019
$ Change
% Change
2019
2018
$ Change
% Change
$
13,513 $
14,821 $
(1,308)
(8.8) % $
14,821 $
22,972 $
(8,151)
(35.5) %
—
11,192
(11)
(73)
(3,144)
11,847
(26)
(150)
3,144
(655)
15
77
n/a
(5.5) %
(57.7) %
(3,144)
11,847
(26)
(13,624)
10,250
(27)
10,480
1,597
1
(76.9) %
15.6 %
(3.7) %
(51.3) %
(150)
(123)
(27)
22.0 %
Net income, net of redemption of
preferred stock and preferred
stock dividends
Gain on sales of real estate
investments
Depreciation and amortization
Non-real estate depreciation
Allocation to participating
securities
Funds from operations
attributable to common
stockholders
2
1
$
24,621 $
23,348 $
1,273
5.5 % $
23,348 $
19,448 $
3,900
$
Basic FFO per common share
Diluted FFO per common share $
Weighted average basic common
shares
Weighted average diluted
common shares
0.36 $
0.36 $
0.35 $
0.35 $
0.01
0.01
2.9 % $
2.9 % $
0.35 $
0.35 $
0.33 $
0.33 $
0.02
0.02
68,245,315
66,706,245
68,652,454
67,000,815
66,706,245
59,689,965
67,000,815
59,689,965
20.1 %
6.1 %
6.1 %
Net income, net of redemption of
preferred stock and preferred
stock dividends
Gain on sales of real estate
investments
Depreciation and amortization
Non-real estate depreciation
Allocation to participating
securities
Funds from operations
attributable to common
stockholders
2
1
Basic FFO per common share
Diluted FFO per common share
Weighted average basic common
shares
Weighted average diluted
common shares
For the Year Ended December
31,
For the Year Ended December
31,
2020
2019
$ Change
% Change
2019
2018
$ Change
% Change
$
79,795 $
55,516 $
24,279
43.7 % $
55,516 $
63,289 $
(7,773)
(12.3) %
(26,766)
45,875
(70)
(496)
(9,391)
44,015
(108)
(565)
(17,375)
1,860
38
185.0 %
4.2 %
(35.2) %
(9,391)
44,015
(108)
(28,610)
40,816
(113)
19,219
3,199
5
(67.2) %
7.8 %
(4.4) %
69
(12.2) %
(565)
(478)
(87)
18.2 %
$
$
$
98,338 $
89,467 $
8,871
1.45 $
1.44 $
1.39 $
1.38 $
0.06
0.06
9.9 % $
4.3 % $
4.3 % $
89,467 $
74,904 $
14,563
1.39 $
1.38 $
1.30 $
1.30 $
0.09
0.08
19.4 %
6.9 %
6.2 %
67,762,927
64,428,406
68,170,066
64,722,976
64,428,406
57,486,399
64,722,976
57,486,399
1
To be consistent with our policies of determining whether instruments granted in share-based payment transactions are participating securities and
accounting for earnings per share, the FFO per common share is adjusted for FFO distributed through declared dividends (if any) and allocated to all
participating securities (weighted average common shares outstanding and unvested restricted shares outstanding) under the two-class method. Under this
method, allocations were made to 203,729, 426,985, and 383,930 of weighted average unvested restricted shares outstanding
45
2
for the three months ended December 31, 2020, 2019 and 2018, respectively, and 341,673, 402,380, and 368,912 for the years ended December 31, 2020,
2019 and 2018, respectively.
Includes performance share award expense of approximately $2.9 million, $1.8 million and $2.7 million for the three months ended December 31, 2020,
2019 and 2018, respectively, and approximately $6.6 million, $8.0 million and $7.1 million for the years ended December 31, 2020, 2019 and 2018,
respectively, which varies quarter to quarter based on our total shareholder return outperforming the MSCI U.S. REIT Index (RMS) and the FTSE Nareit
Equity Industrial Index over the prior three year period. See “Note 11 – Stockholders’ Equity” in our notes to consolidated financial statements for more
information regarding our performance share awards.
FFO increased by approximately $1.3 million for the three months ended December 31, 2020 compared to the same period from the prior year due primarily
to property acquisitions during 2019 and 2020 and same store NOI growth of approximately $1.7 million for the three months ended December 31, 2020 compared
to the same period from the prior year. The FFO increase was offset by increased weighted average common shares outstanding for the three months ended
December 31, 2020 compared to the same period from the prior year. FFO increased by approximately $8.9 million for the year ended December 31, 2020
compared to the same period from the prior year due primarily to property acquisitions during 2019 and 2020 and same store NOI growth of approximately $8.5
million for the year ended December 31, 2020 compared to the same period from the prior year. FFO also increased due to a decrease of approximately $1.4
million in performance share award expense for the year ended December 31, 2020, compared to the same period from the prior year. The FFO increase was also
offset by approximately $3.0 million in bad debt expense, primarily due to the effects of COVID-19 on our tenants, including approximately $1.3 million in
straight-line rent reversals, during the year ended December 31, 2020 as compared to approximately $0.6 million in bad debt expense, including approximately
$0.3 million in straight-line rent reversals, during the year-ended December 31, 2019. Weighted average common shares outstanding for the year ended
December 31, 2020 increased compared to the same period from the prior year.
We compute Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sales of real estate investments, acquisition costs
and stock-based compensation. We believe that presenting Adjusted EBITDA provides useful information to investors regarding our operating performance
because it is a measure of our operations on an unleveraged basis before the effects of tax, gain (loss) on sales of real estate investments, non-cash depreciation and
amortization expense, acquisition costs and stock-based compensation. By excluding interest expense, Adjusted EBITDA allows investors to measure our
operating performance independent of our capital structure and indebtedness and, therefore, allows for more meaningful comparison of our operating performance
between quarters and other interim periods as well as annual periods and for the comparison of our operating performance to that of other companies, both in the
real estate industry and in other industries. As we are currently in a growth phase, acquisition costs are excluded from Adjusted EBITDA to allow for the
comparison of our operating performance to that of stabilized companies.
The following table reflects the calculation of Adjusted EBITDA reconciled from net income for the three months ended December 31, 2020, 2019 and 2018
and for the years ended December 31, 2020, 2019 and 2018 (dollars in thousands):
For the Three Months Ended
December 31,
For the Three Months Ended
December 31,
2020
2019
$ Change
% Change
2019
2018
$ Change
% Change
$
13,513 $
14,821 $
(1,308)
(8.8) % $
14,821 $
22,972 $
(8,151)
Net income
Gain on sales of real estate
investments
Depreciation and amortization
from continuing operations
Interest expense, including
amortization
Loss on extinguishment of debt
Stock-based compensation
Acquisition costs
Adjusted EBITDA
$
—
(3,144)
11,192
11,847
4,195
—
3,472
85
32,457 $
4,069
189
2,492
(3)
30,271 $
3,144
(655)
126
(189)
980
88
2,186
n/a
(3,144)
(13,624)
10,480
(5.5) %
11,847
10,250
3.1 %
n/a
39.3 %
n/a
7.2 % $
4,069
189
2,492
(3)
30,271 $
4,494
—
3,248
(5)
27,335 $
1,597
(425)
189
(756)
2
2,936
46
(35.5) %
(76.9) %
15.6 %
(9.5) %
n/a
(23.3) %
(40.0) %
10.7 %
For the Year Ended December
31,
For the Year Ended December
31,
2020
2019
$ Change
% Change
2019
2018
$ Change
% Change
$
79,795 $
55,516 $
24,279
43.7 % $
55,516 $
63,289 $
(7,773)
Net income
Gain on sales of real estate
investments
Depreciation and amortization
from continuing operations
Interest expense, including
amortization
Loss on extinguishment of debt
Stock-based compensation
Acquisition costs
Adjusted EBITDA
$
(26,766)
(9,391)
(17,375)
185.0 %
(9,391)
(28,610)
19,219
45,875
44,015
15,997
—
9,826
271
124,998 $
16,338
189
10,644
45
117,356 $
1,860
(341)
(189)
(818)
226
7,642
4.2 %
44,015
40,816
3,199
(2.1) %
n/a
(7.7) %
502.2 %
6.5 % $
16,338
189
10,644
45
117,356 $
18,211
—
9,270
124
103,100 $
(1,873)
189
1,374
(79)
14,256
(12.3) %
(67.2) %
7.8 %
(10.3) %
n/a
14.8 %
(63.7) %
13.8 %
We compute NOI as rental revenues, including tenant expense reimbursements, less property operating expenses. We compute same store NOI as rental
revenues, including tenant expense reimbursements, less property operating expenses on a same store basis. NOI excludes depreciation, amortization, general and
administrative expenses, acquisition costs and interest expense, including amortization. We compute cash-basis same store NOI as same store NOI excluding
straight-line rents and amortization of lease intangibles. The same store pool for the comparison of the three months and years ended December 31, 2020 and 2019
includes all properties that were owned as of December 31, 2020 and since January 1, 2019 and excludes properties that were either disposed of prior to, held for
sale to a third-party or in redevelopment as of December 31, 2020. As of December 31, 2020, the same store pool consisted of 198 buildings aggregating
approximately 12.0 million square feet representing approximately 91.1% of our total square feet owned and 14 improved land parcels containing approximately
54.2 acres. The same store pool for the comparison of the three months and years ended December 31, 2019 and 2018 includes all properties that were owned as of
December 31, 2019 and since January 1, 2018 and excludes properties that were either disposed of prior to, held for sale to a third-party or in redevelopment as of
December 31, 2019. As of December 31, 2019, the same store pool consisted of 187 buildings aggregating approximately 11.8 million square feet representing
approximately 88.6% of our total square feet owned and ten improved land parcels containing approximately 47.2 acres. We believe that presenting NOI, same
store NOI and cash-basis same store NOI provides useful information to investors regarding the operating performance of our properties because NOI excludes
certain items that are not considered to be controllable in connection with the management of the properties, such as depreciation, amortization, general and
administrative expenses, acquisition costs and interest expense. By presenting same store NOI and cash-basis same store NOI, the operating results on a same store
basis are directly comparable from period to period.
The following table reflects the calculation of NOI, same store NOI and cash-basis same store NOI reconciled from net income for the three months and the
years ended December 31, 2020, 2019 and 2018 (dollars in thousands):
47
1
Net income
Depreciation and amortization
General and administrative
Acquisition costs
Total other income and expenses
Net operating income
Less non same store NOI
4
Same store NOI
Less straight-line rents and
5
amortization of lease intangibles
Cash-basis same store NOI
Less same store termination fee
income
Cash-basis same store NOI excluding
termination fees
$ Change
% Change
For the Three Months Ended
December 31,
For the Three Months Ended
December 31,
2020
$ 13,513
11,192
6,936
85
4,127
35,853
(5,091)
$ 30,762
2
(1,257)
$ 29,505
2019
14,821
11,847
6,072
(3)
470
33,207
(4,125)
29,082
(921)
28,161
2
$
$
$
$
$
$
(1,308)
(655)
864
88
3,657
2,646
(966)
1,680
(336)
1,344
(8.8) % $
(5.5) %
14.2 %
n/a
778.1 %
8.0 %
23.4 %
5.8 % $
2019
14,821
11,847
6,072
(3)
470
33,207
(5,506)
27,701
3
36.5 %
4.8 % $
(664)
27,037
2018
22,972
10,250
6,371
(5)
(10,471)
29,117
(2,563)
26,554
(928)
25,626
3
$
$
$
$ Change
% Change
$
$
$
(8,151)
1,597
(299)
2
10,941
4,090
(2,943)
1,147
264
1,411
(35.5)%
15.6 %
(4.7)%
(40.0)%
n/a
14.0 %
114.8 %
4.3 %
(28.4)%
5.5 %
(75)
(143)
68
(47.6) %
(143)
(5)
(138)
2760.0 %
$ 29,430
$
28,018
$
1,412
5.0 % $
26,894
$
25,621
$
1,273
5.0 %
1
2
3
4
5
Includes $0.1 million, $0.1 million and $0 of lease termination income for the three months ended December 31, 2020, 2019 and 2018, respectively.
Includes 2019 and 2020 acquisitions and dispositions, one property under redevelopment and two completed redevelopment properties with an aggregate
gross book value of approximately $49.3 million as of December 31, 2020.
Includes 2018 and 2019 acquisitions and dispositions, four properties under redevelopment and one completed
redevelopment property with a gross book value of approximately $10.0 million as of December 31, 2019.
Includes $0.1 million, $0.1 million and $0 of lease termination income for the three months ended December 31, 2020, 2019 and 2018, respectively.
Includes straight-line rents and amortization of lease intangibles for the same store pool only.
48
1
Net income
Depreciation and amortization
General and administrative
Acquisition costs
Total other income and expenses
Net operating income
Less non same store NOI
4
Same store NOI
Less straight-line rents and
amortization of lease intangibles
5
Cash-basis same store NOI
Less same store termination fee
income
Cash-basis same store NOI
excluding termination fees
For the Year Ended December
31,
2020
79,795
45,875
23,489
271
(11,642)
137,788
(19,070)
118,718
(447)
118,271
2
2019
55,516
44,015
23,924
45
3,321
126,821
(11,360)
115,461
(5,693)
109,768
2
$
$
$
$ Change
24,279
1,860
(435)
226
(14,963)
10,967
(7,710)
3,257
5,246
8,503
$
$
$
$
$
$
For the Year Ended December
31,
% Change
2019
55,516
43.7 % $
44,015
4.2 %
23,924
(1.8) %
45
502.2 %
3,321
n/a
126,821
8.6 %
67.9 %
(16,331)
2.8 % $ 110,490
3
$
2018
63,289
40,816
21,503
124
(14,063)
111,669
(8,164)
$ 103,505
3
(92.1) %
(3,851)
7.7 % $ 106,639
(5,823)
97,682
$
$ Change
% Change
$
$
$
(7,773)
3,199
2,421
(79)
17,384
15,152
(8,167)
6,985
1,972
8,957
(12.3) %
7.8 %
11.3 %
(63.7) %
n/a
13.6 %
100.0 %
6.7 %
(33.9) %
9.2 %
(3,696)
(346)
(3,350)
968.2 %
(346)
(699)
353
(50.5) %
$
114,575
$
109,422
$
5,153
4.7 % $ 106,293
$
96,983
$
9,310
9.6 %
1
2
3
4
5
Includes approximately $3.8 million, $0.3 million and $0.7 million of lease termination income for the years ended December 31, 2020, 2019 and 2018,
respectively.
Includes 2019 and 2020 acquisitions and dispositions, one property under redevelopment and two completed redevelopment properties with an aggregate
gross book value of $49.3 million as of December 31, 2020.
Includes 2018 and 2019 acquisitions and dispositions, four properties under redevelopment and one completed redevelopment property with a gross book
value of approximately $10.0 million as of December 31, 2019.
Includes approximately $3.7 million, $0.3 million and $0.7 million of lease termination income for the years ended December 31, 2020, 2019 and 2018,
respectively.
Includes straight-line rents and amortization of lease intangibles for the same store pool only.
Cash-basis same store NOI increased by approximately $1.3 million for the three months ended December 31, 2020 compared to the same period from the
prior year. For the three months ended December 31, 2020 and 2019, approximately $0.7 million and $0.2 million, respectively, of contractual rent abatements
were given to certain tenants in the same-store pool and approximately $0.1 million for both periods in lease termination income was received from certain tenants
in the same store pool. In addition, approximately $0.3 million of the increase in cash-basis same store NOI for both the three months ended December 31, 2020
and 2019, related to properties that were acquired vacant or with near term expirations in 2018. The increase in cash-basis same store NOI was also offset by an
increase of approximately $0.1 million in cash bad debt expense during the three months ended December 31, 2020 compared to the same period in the prior year.
Cash-basis same store NOI increased by approximately $8.5 million for the year ended December 31, 2020 compared to the prior year primarily due to
increased rental revenue and tenant reimbursement revenue on new and renewed leases and approximately $3.7 million in lease termination income, of which
approximately $3.3 million related to the termination of a lease held with the existing tenant at our Belleville property. We have since executed a new lease for our
Belleville property with a leading e-commerce firm. In connection with the termination we incurred a non-cash deferred rent receivable write-off of approximately
$3.4 million. For the years ended December 31, 2020 and 2019, approximately $2.5 million and $1.8 million, respectively, of contractual rent abatements were
given to certain tenants in the same-store pool and approximately $3.7 million and $0.3 million, respectively, in lease termination income was received from
certain tenants in the same store pool. Approximately $1.0 million of the increase in cash-basis same store NOI for the year ended December 31, 2020 compared to
the year ended December 31, 2019 related to properties that were acquired vacant or with near term expirations in 2018. The increase in cash-basis same store NOI
was also offset by an increase of approximately $1.1 million in cash bad debt expense, primarily due to the effects of COVID-19 on our tenants, during the year
ended December 31, 2020 compared to the prior year.
49
Item 7A. Quantitative And Qualitative Disclosures About Market Risk.
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market
changes that affect market sensitive instruments. In pursuing our business strategies, the primary market risk which we are exposed to is interest rate risk. We are
exposed to interest rate changes primarily as a result of debt used to maintain liquidity, fund capital expenditures and expand our investment portfolio and
operations. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. As described below, some of
our outstanding debt bears interest at variable rates, and we expect that some of our future outstanding debt will have variable interest rates. We may use interest
rate caps and/or swap agreements to manage our interest rate risks relating to our variable rate debt. We expect to replace variable rate debt on a regular basis with
fixed rate, long-term debt to finance our assets and operations.
As of December 31, 2020, we had $100.0 million of borrowings outstanding under our Facility. Of the $100.0 million outstanding on the Facility, $50.0
million is subject to an interest rate cap. See “Note 9 – Derivative Financial Instruments” in our notes to consolidated financial statements for more information
regarding our interest rate caps. Amounts borrowed under our Facility bear interest at a variable rate based on LIBOR plus an applicable LIBOR margin. The
weighted average interest rate on borrowings outstanding under our Facility was 1.3% as of December 31, 2020. If the LIBOR rate were to fluctuate by 0.25%,
interest expense would increase or decrease, depending on rate movement, future earnings and cash flows by approximately $0.3 million annually on the total of
the outstanding balances on our Facility as of December 31, 2020.
In the event that LIBOR is discontinued, the interest rate for our debt, including our Facility, will be based on a replacement rate or an alternate base rate as
specified in the applicable documentation governing such debt or as otherwise agreed upon. Such an event would not affect our ability to borrow or maintain
already outstanding borrowings, but the replacement rate or alternate base rate could be higher or more volatile than LIBOR prior to its discontinuance. In addition,
uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain
available in its current form.
While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that
point. This could result, for example, if sufficient banks decline to make submission to the LIBOR administrator. In that case, the risks associated with the
transition to an alternative reference rate will be accelerated and may be magnified.
Item 8. Financial Statements And Supplementary Data.
See Part IV, Item 15 – “Exhibits and Financial Statement Schedules” beginning on page F-1 of this Annual Report on Form 10-K.
Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.
None.
50
Item 9A. Controls And Procedures.
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer, President and Chief Financial Officer, the
effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and has concluded that as of the end
of the period covered by this report, our disclosure controls and procedures were effective to give reasonable assurance that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer, President and
Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Management’s Annual Report on Internal Control Over Financial Reporting
Terreno Realty Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting. This internal
control system was designed to provide reasonable assurance to the company’s management and board of directors regarding the preparation and fair presentation
of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Terreno Realty Corporation’s management assessed the effectiveness of its internal control over financial reporting as of December 31, 2020. In making this
assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework (2013 framework). Based on its assessment, management of Terreno Realty Corporation believes that, as of December 31, 2020, the company’s
internal control over financial reporting is effective based on those criteria. Terreno Realty Corporation’s independent auditors have issued an audit report on the
effectiveness of the company’s internal control over financial reporting, as stated in their report included in this Annual Report on Form 10-K, (which expresses an
unqualified opinion on the effectiveness of the company’s internal control over financial reporting as of December 31, 2020).
51
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Terreno Realty Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Terreno Realty Corporation’s internal control over financial reporting as of December 31, 2020, 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, Terreno Realty Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31,
2020, 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 the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, equity and cash flows for
each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15 of the
Company and our report dated February 10, 2021 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 Annual 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
San Francisco, California
February 10, 2021
52
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
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, 2020 and is incorporated herein 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, 2020 and is incorporated herein 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, 2020 and is incorporated herein 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, 2020 and is incorporated herein 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, 2020 and is incorporated herein by reference.
53
Item 15. Exhibits and Financial Statement Schedules.
(a)
1. and 2. Financial Statements and Schedules
Part IV
The following consolidated financial information is included as a separate section of this Annual Report on Form 10-K beginning on page F-1 as follows:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Schedule III – Real Estate Investments and Accumulated Depreciation
Page
1
3
4
5
6
7
9
1
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted, or the required information is included in the consolidated financial statements and
notes thereto.
3. Exhibits
The exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index at the end of this Annual Report on Form 10-K immediately
preceding the signature page, which is incorporated by reference herein.
Item 16. Form 10-K Summary.
None.
54
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Terreno Realty Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Terreno Realty Corporation (the Company) as of December 31, 2020 and 2019, the related
consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the
related notes and financial statement schedule listed in the Index at Item 15 (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, 2020 and 2019, and the results of
its operations and its cash flows for each of the three years in the period ended December 31, 2020, 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, 2020, 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, 2021 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 they relate.
1
Description of matter
How We Addressed the Matter in Our Audit
Valuation of acquired properties
In the year ended December 31, 2020, the Company completed 11 real estate acquisitions for a total
purchase price of $100.4 million. The properties were acquired from unrelated third parties. As further
discussed in Notes 2 and 4 of the consolidated financial statements, the transactions were accounted
for as asset acquisitions. The purchase price for each acquisition was allocated to the individual
acquired assets and liabilities based on their relative fair values.
Auditing the Company’s real estate acquisitions is complex and required the involvement of a
valuation specialist due to the judgments and estimates in determining the fair value of the
components of each acquisition. The fair value of the tangible assets is determined by valuing the
property as if it were vacant. Land values are derived from current comparative sales values, when
available, or management’s estimates of the fair value based on market conditions and the experience
of the Company’s management team. Building and improvement values are calculated as replacement
cost less depreciation, or management’s estimates of the fair value of these assets using discounted
cash flow analyses or similar methods. The fair value of the above and below-market leases is based
on the present value of the difference between the contractual amounts to be received pursuant to the
acquired leases (using a discount rate that reflects the risks associated with the acquired leases) and the
Company’s estimate of the market lease rates measured over a period equal to the remaining term of
the leases plus the term of any below-market fixed rate renewal options. All of these assumptions are
sensitive to and affected by expected future market or economic conditions, particularly those in the
markets in which the Company’s acquisitions occur.
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls
over the Company’s accounting for real estate acquisitions relative to purchase accounting, including
controls over the review of the valuation models and related significant assumptions underlying the
valuation of the acquired assets and liabilities.
To test the purchase price allocations to the assets and liabilities acquired, our audit procedures
included, among others, review of the purchase agreements, assessing the methodologies and testing
the significant assumptions discussed above used to value the components of the acquired properties,
assessing the sensitivity of changes in significant assumptions on the purchase price allocation and
testing the completeness and accuracy of the underlying data supporting the significant assumptions
and estimates. We compared land comparative sales values, building replacement cost and
depreciation estimates, market rental rates, discount rate and market rental growth rates with external
market data, and the incorporation of these assumptions in the cash flow projections and overall
valuation conclusions. We also tested the completeness and accuracy of the underlying data. We
involved our valuation specialists to assist in the assessment of the methodology utilized by the
Company and to test certain of the assumptions used in the valuation of land, building and above and
below market intangibles.
/s/ Ernst & Young LLP
We have served as the Company‘s auditor since 2012.
San Francisco, California
February 10, 2021
2
Terreno Realty Corporation
Consolidated Balance Sheets
(in thousands – except share and per share data)
December 31, 2020
December 31, 2019
ASSETS
Investments in real estate
Land
Buildings and improvements
Construction in progress
Intangible assets
Total investments in properties
Accumulated depreciation and amortization
Net investments in real estate
Cash and cash equivalents
Restricted cash
Senior secured loan, net
Other assets, net
Total assets
LIABILITIES AND EQUITY
Liabilities
Credit facility
Term loan payable, net
Senior unsecured notes, net
Mortgage loans payable, net
Security deposits
Intangible liabilities, net
Dividends payable
Performance share awards payable
Accounts payable and other liabilities
Total liabilities
Commitments and contingencies (Note 14)
Equity
Stockholders’ equity
Common stock: $0.01 par value, 400,000,000 shares authorized, and 68,376,364 and 67,252,787
shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively
Additional paid-in capital
Common stock held in deferred compensation plan, 139,224 and 0 shares at December 31, 2020 and
December 31, 2019, respectively
Retained earnings
Accumulated other comprehensive loss
Total stockholders’ equity
Total liabilities and equity
$
$
$
$
1,138,233 $
942,688
61,448
88,859
2,231,228
(238,073)
1,993,155
107,180
656
—
38,829
2,139,820 $
— $
99,791
348,063
11,264
13,870
24,608
19,870
7,482
26,688
551,636
686
1,589,301
(7,546)
5,926
(183)
1,588,184
2,139,820 $
1,055,146
909,201
101,253
88,594
2,154,194
(208,279)
1,945,915
110,082
2,657
15,858
33,952
2,108,464
—
99,583
347,674
44,318
14,149
28,127
18,158
11,633
27,699
591,341
673
1,514,266
—
2,621
(437)
1,517,123
2,108,464
The accompanying notes are an integral part of these consolidated financial statements.
3
Terreno Realty Corporation
Consolidated Statements of Operations
(in thousands – except share and per share data)
REVENUES
Rental revenues and tenant expense reimbursements
$
Total revenues
COSTS AND EXPENSES
Property operating expenses
Depreciation and amortization
General and administrative
Acquisition costs
Total costs and expenses
OTHER INCOME (EXPENSE)
Interest and other income
Interest expense, including amortization
Loss on extinguishment of debt
Gain on sales of real estate investments
Total other income (expense)
Net income
Allocation to participating securities
Net income available to common stockholders, net of redemption of preferred stock
and preferred stock dividends
EARNINGS PER COMMON SHARE – BASIC AND DILUTED:
Net income available to common stockholders - basic, net of redemption of preferred
stock and preferred stock dividends
Net income available to common stockholders - diluted, net of redemption of preferred
stock and preferred stock dividends
$
$
$
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
2020
For the Year Ended December 31,
2019
2018
186,884 $
186,884
171,022 $
171,022
49,096
45,875
23,489
271
118,731
873
(15,997)
—
26,766
11,642
79,795
(400)
44,201
44,015
23,924
45
112,185
3,815
(16,338)
(189)
9,391
(3,321)
55,516
(351)
79,395 $
55,165 $
151,657
151,657
39,988
40,816
21,503
124
102,431
3,664
(18,211)
—
28,610
14,063
63,289
(401)
62,888
1.17 $
1.16 $
0.86 $
0.85 $
67,762,927
68,170,066
64,428,406
64,722,976
1.09
1.09
57,486,399
57,486,399
The accompanying notes are an integral part of these consolidated financial statements.
4
Terreno Realty Corporation
Consolidated Statements of Comprehensive Income
(in thousands)
Net income
Other comprehensive income (loss): cash flow hedge adjustment
Comprehensive income
For the Year Ended December 31,
2019
2018
2020
$
$
79,795 $
254
80,049 $
55,516 $
324
55,840 $
63,289
285
63,574
The accompanying notes are an integral part of these consolidated financial statements.
5
Terreno Realty Corporation
Consolidated Statements of Equity
(in thousands – except share data)
Common Stock
Number of
Shares
55,368,737
—
$
Amount
553
—
Additional
Paid-in
Capital
1,023,184
—
$
Common Shares Held
in Deferred
Compensation Plan
—
—
$
5,698,326
(107,267)
53,915
—
—
—
61,013,711
—
6,271,863
(143,886)
111,099
—
—
—
67,252,787
—
1,344,281
(5,146)
(154,375)
78,041
—
—
57
—
—
—
—
—
610
—
63
—
—
—
—
—
673
—
13
—
—
—
—
212,164
(3,870)
—
2,285
—
—
1,233,763
—
280,436
(3,959)
—
4,026
—
—
1,514,266
—
70,638
(265)
(9,572)
—
6,688
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Deferred
Compensation
Plan
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Retained
Earnings
4,803
63,289
$
$
Accumulated
Other
Comprehensive
(Loss) Income
(1,046)
—
Total
$ 1,027,494
63,289
—
—
—
—
(53,907)
—
14,185
55,516
—
—
—
—
(67,080)
—
2,621
79,795
—
—
—
—
—
(76,490)
—
212,221
—
—
—
—
285
(761)
—
(3,870)
—
2,285
(53,907)
285
1,247,797
55,516
—
280,499
—
—
—
—
324
(437)
—
—
—
—
—
—
—
(3,959)
—
4,026
(67,080)
324
1,517,123
79,795
70,651
(265)
(9,572)
—
6,688
(76,490)
(139,224)
—
68,376,364
$
—
—
686
$
7,546
—
1,589,301
139,224
—
139,224
$
(7,546)
—
(7,546)
$
—
—
5,926
$
—
254
(183)
—
254
$ 1,588,184
Balance as of December 31, 2017
Net income
Issuance of common stock, net of
issuance costs of $3,489
Repurchase of common stock related
to employee awards
Issuance of restricted stock
Stock-based compensation
Common stock dividends
Other comprehensive loss
Balance as of December 31, 2018
Net income
Issuance of common stock, net of
issuance costs of $4,593
Repurchase of common stock related
to employee awards
Issuance of restricted stock
Stock-based compensation
Common stock dividends
Other comprehensive income
Balance as of December 31, 2019
Net income
Issuance of common stock, net of
issuance costs of $1,406
Forfeiture of common stock related
to employee awards
Repurchase of common stock related
to employee awards
Issuance of restricted stock
Stock-based compensation
Common stock dividends
Deposits to deferred compensation
plan
Other comprehensive income
Balance as of December 31, 2020
The accompanying notes are an integral part of these consolidated financial statements.
6
Terreno Realty Corporation
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
Straight-line rents
Amortization of lease intangibles
Depreciation and amortization
Loss on extinguishment of debt
Gain on sales of real estate investments
Deferred financing cost amortization
Deferred senior secured loan fee amortization
Stock-based compensation
Changes in assets and liabilities
Other assets
Accounts payable and other liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for property acquisitions
Proceeds from sales of real estate investments, net
Additions to construction in progress
Additions to buildings, improvements and leasing costs
Cash paid for senior secured loan
Repayment on senior secured loan
Origination and other fees received on senior secured loan
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock
Issuance costs on issuance of common stock
Repurchase of common stock related to employee awards
Borrowings on credit facility
Payments on credit facility
Payments on term loans payable
Borrowings on senior unsecured notes
Payments on mortgage loans payable
Payment of deferred financing costs
Dividends paid to common stockholders
Net cash (used in) provided by financing activities
Net (decrease) increase in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at beginning of year
Cash and cash equivalents and restricted cash at end of year
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest, net of capitalized interest
$
7
For the Year Ended December 31,
2019
2018
2020
$
79,795 $
55,516 $
63,289
(361)
(5,420)
45,875
—
(26,766)
1,391
(57)
9,826
(3,911)
678
101,050
(98,088)
70,685
(8,989)
(31,611)
—
15,915
—
(52,088)
64,767
(940)
(9,837)
—
—
—
—
(33,077)
—
(74,778)
(53,865)
(4,903)
112,739
107,836 $
(2,597)
(4,682)
44,015
189
(9,391)
1,562
(531)
10,644
(1,579)
1,542
94,688
(238,661)
47,133
(27,884)
(32,070)
—
—
—
(251,482)
278,058
(4,023)
(3,959)
17,000
(36,000)
(50,000)
100,000
(1,514)
(943)
(63,565)
235,054
78,260
34,479
112,739 $
(3,459)
(3,694)
40,816
—
(28,610)
1,442
(392)
9,270
(1,531)
468
77,599
(221,806)
79,594
(9,668)
(28,977)
(55,000)
—
900
(234,957)
208,949
(3,030)
(3,870)
204,000
(185,000)
—
—
(19,201)
(1,366)
(51,445)
149,037
(8,321)
42,800
34,479
16,315
18,351
19,787
Supplemental disclosures of non-cash transactions
Accounts payable related to capital improvements
Non-cash issuance of common stock to the deferred compensation plan
Non-cash repayment of senior secured loan
Lease liability arising from recognition of right-of-use asset
Reconciliation of cash paid for property acquisitions
Acquisition of properties
Assumption of other assets and liabilities
Net cash paid for property acquisitions
10,552
(7,546)
—
—
12,498
—
(39,085)
647
100,391
(2,303)
98,088 $
250,506
(11,845)
238,661 $
$
10,712
—
—
—
227,058
(5,252)
221,806
The accompanying notes are an integral part of these consolidated financial statements.
8
Terreno Realty Corporation
Notes to Consolidated Financial Statements
Note 1. Organization
Terreno Realty Corporation (“Terreno”, and together with its subsidiaries, the “Company”) acquires, owns and operates industrial real estate in six major
coastal U.S. markets: Los Angeles, Northern New Jersey/New York City, San Francisco Bay Area, Seattle, Miami, and Washington, D.C. All square feet, acres,
occupancy, expected investment and related expected redevelopment costs and number of properties and improved land parcels disclosed in these notes to the
consolidated financial statements are unaudited. As of December 31, 2020, the Company owned 222 buildings aggregating approximately 13.2 million square feet,
25 improved land parcels consisting of approximately 91.5 acres and one property under redevelopment expected to contain approximately 0.2 million square feet
upon completion.
The Company is an internally managed Maryland corporation and elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of
the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2010.
Note 2. Significant Accounting Policies
Basis of Presentation. The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles
generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include all of the Company’s accounts and its
subsidiaries and all intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual
results could differ from those estimates.
Capitalization of Costs. The Company capitalizes costs directly related to the redevelopment, renovation and expansion of its investment in real estate. Costs
associated with such projects are capitalized as incurred. If the project is abandoned, these costs are expensed during the period in which the redevelopment,
renovation or expansion project is abandoned. Costs considered for capitalization include, but are not limited to, construction costs, interest, real estate taxes and
insurance, if appropriate. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress. In the
event that the activities to ready the asset for its intended use are suspended, the capitalization period will cease until such activities are resumed. Costs incurred for
maintaining and repairing properties, which do not extend their useful lives, are expensed as incurred.
Interest is capitalized based on actual capital expenditures from the period when redevelopment, renovation or expansion commences until the asset is ready for its
intended use, at the weighted average borrowing rate during the period.
Investments in Real Estate. Investments in real estate, including tenant improvements, leasehold improvements and leasing costs, are stated at cost, less
accumulated depreciation, unless circumstances indicate that the cost cannot be recovered, in which case, an adjustment to the carrying value of the property is
made to reduce it to its estimated fair value. The Company also reviews the impact of above and below-market leases, in-place leases and lease origination costs
for acquisitions and records an intangible asset or liability accordingly.
Impairment. Carrying values for financial reporting purposes are reviewed for impairment on a property-by-property basis whenever events or changes in
circumstances indicate that the carrying value of a property may not be fully recoverable. Examples of such events or changes in circumstances may include
classifying an asset to be held for sale, changing the intended hold period or when an asset remains vacant significantly longer than expected. The intended use of
an asset either held for sale or held for use can significantly impact how impairment is measured. If an asset is intended to be held for the long-term, the
recoverability is based on the undiscounted future cash flows. If the asset carrying value is not supported on an undiscounted future cash flow basis, then the asset
carrying value is measured against the lower of cost or the present value of expected cash flows over the expected hold period. An impairment charge to earnings is
recognized for the excess of the asset’s carrying value over the lower of cost or the present values of expected cash flows over the expected hold period. If an asset
is intended to be sold, impairment is determined using the estimated fair value less costs to sell. The estimation of expected future net cash flows is inherently
uncertain and relies on assumptions, among other things, regarding current and future economic and market conditions and the availability of capital. The
Company determines the estimated fair values based on its assumptions regarding rental rates, lease-up and holding periods, as well as sales prices. When
available, current market information is used to
9
determine capitalization and rental growth rates. If available, current comparative sales values may also be used to establish fair value. When market information is
not readily available, the inputs are based on the Company’s understanding of market conditions and the experience of the Company’s management team. Actual
results could differ significantly from the Company’s estimates. The discount rates used in the fair value estimates represent a rate commensurate with the
indicated holding period with a premium layered on for risk. There were no impairment charges recorded to the carrying values of the Company’s properties
during the years ended December 31, 2020, 2019 or 2018.
Loans Held-for-Investment. Loans that are held-for-investment are carried at cost, net of loan fees and origination costs, as applicable, unless the loans are
deemed impaired. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of
loans that are held-for-investment. The Company evaluates its senior secured loan (the “Senior Secured Loan”), which is classified as held-for-investment, for
impairment quarterly. If the Senior Secured Loan is considered to be impaired, the Company records an allowance through the provision for Senior Secured Loan
losses to reduce the carrying value of the Senior Secured Loan to the present value of expected future cash flows discounted at the Senior Secured Loan’s
contractual effective rate or the fair value of the collateral, if repayment is expected solely from the collateral. Actual losses, if any, could differ significantly from
the Company’s estimates. There were no impairment charges recorded to the carrying value of the Senior Secured Loan during the years ended December 31, 2020
and 2019.
Property Acquisitions. Effective January 1, 2017, the Company adopted Accounting Standards Codification (“ASC”) 2017-01, Business Combinations
(Topic 805): Clarifying the Definition of a Business, which requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is
concentrated in a single identifiable asset or a group of similar identifiable assets, the integrated set of assets and activities is not considered a business. To be a
business, the set of acquired activities and assets must include inputs and one or more substantive processes that together contribute to the ability to create outputs.
The Company has determined that its real estate property acquisitions will generally be accounted for as asset acquisitions under the clarified definition. Prior to
January 1, 2017, the Company generally accounted for property acquisitions as business combinations, in accordance with Accounting Standards Codification
("ASC") 805, Business Combinations. Upon acquisition of a property, the Company estimates the fair value of acquired tangible assets (consisting generally of
land, buildings and improvements) and intangible assets and liabilities (consisting generally of the above and below-market leases and the origination value of all
in-place leases). The Company determines fair values using Level 3 inputs such as replacement cost, estimated cash flow projections and other valuation
techniques and applying appropriate discount and capitalization rates based on available market information. Mortgage loans assumed in connection with
acquisitions are recorded at their fair value using current market interest rates for similar debt at the date of acquisition. Acquisition-related costs associated with
asset acquisitions are capitalized to individual tangible and intangible assets and liabilities assumed on a relative fair value basis and acquisition-related costs
associated with business combinations are expensed as incurred.
The fair value of the tangible assets is determined by valuing the property as if it were vacant. Land values are derived from current comparative sales values, when
available, or management’s estimates of the fair value based on market conditions and the experience of the Company’s management team. Building and
improvement values are calculated as replacement cost less depreciation, or management’s estimates of the fair value of these assets using discounted cash flow
analyses or similar methods. The fair value of the above and below-market leases is based on the present value of the difference between the contractual amounts
to be received pursuant to the acquired leases (using a discount rate that reflects the risks associated with the acquired leases) and the Company’s estimate of the
market lease rates measured over a period equal to the remaining term of the leases plus the term of any below-market fixed rate renewal options. The above and
below-market lease values are amortized to rental revenues over the remaining initial term plus the term of any below-market fixed rate renewal options that are
considered bargain renewal options of the respective leases. The total net impact to rental revenues due to the amortization of above and below-market leases was a
net increase of approximately $5.4 million, $4.7 million and $3.7 million, for the years ended December 31, 2020, 2019 and 2018, respectively. The origination
value of in-place leases is based on costs to execute similar leases including commissions and other related costs. The origination value of in-place leases also
includes real estate taxes, insurance and an estimate of lost rental revenue at market rates during the estimated time required to lease up the property from vacant to
the occupancy level at the date of acquisition. The remaining weighted average lease term related to these intangible assets and liabilities as of December 31, 2020
is 7.8 years. As of December 31, 2020 and 2019, the Company’s intangible assets and liabilities, including properties held for sale (if any), consisted of the
following (dollars in thousands):
10
In-place leases
Above-market leases
Below-market leases
Total
Gross
85,026 $
3,833
(45,798)
43,061 $
$
$
December 31, 2020
Accumulated
Amortization
(64,668) $
(3,697)
21,190
(47,175) $
Net
Gross
20,358 $
136
(24,608)
(4,114) $
84,425 $
4,169
(44,099)
44,495 $
December 31, 2019
Accumulated
Amortization
(59,504) $
(3,853)
15,972
(47,385) $
Net
24,921
316
(28,127)
(2,890)
Projected net amortization of the intangible assets and liabilities for the next five years and thereafter as of December 31, 2020 is as follows (dollars in thousands):
2021
2022
2023
2024
2025
Thereafter
Total
$
$
2,460
1,513
525
(46)
(242)
(8,324)
(4,114)
Depreciation and Useful Lives of Real Estate and Intangible Assets. Depreciation and amortization are computed on a straight-line basis over the estimated
useful lives of the related assets or liabilities. The following table reflects the standard depreciable lives typically used to compute depreciation and amortization.
However, such depreciable lives may be different based on the estimated useful life of such assets or liabilities.
Description
Land
Building
Building Improvements
Tenant Improvements
Leasing Costs
In-place leases
Above/Below-Market Leases
Standard Depreciable Life
Not depreciated
40 years
5 - 40 years
Shorter of lease term or useful life
Lease term
Lease term
Lease term
Held for Sale Assets. The Company considers a property to be held for sale when it meets the criteria established under ASC 360, Property, Plant, and
Equipment (See “Note 5 – Held for Sale/Disposed Assets”). Properties held for sale are reported at the lower of the carrying amount or fair value less estimated
costs to sell and are not depreciated while they are held for sale.
Cash and Cash Equivalents. Cash and cash equivalents consists of cash held in a major banking institution and other highly liquid short-term investments
with original maturities of three months or less. Cash equivalents are generally invested in U.S. government securities, government agency securities or money
market accounts.
Restricted Cash. Restricted cash includes cash held in escrow in connection with property acquisitions and reserves for certain capital improvements,
leasing, interest and real estate tax and insurance payments as required by certain mortgage loan obligations.
11
The following summarizes the reconciliation of cash and cash equivalents and restricted cash as presented in the accompanying consolidated statements of cash
flows (dollars in thousands):
Beginning
Cash and cash equivalents at beginning of year
Restricted cash
Cash and cash equivalents and restricted cash
Ending
Cash and cash equivalents at end of year
Restricted cash
Cash and cash equivalents and restricted cash
Net (decrease) increase in cash and cash equivalents and restricted cash
2020
For the Year Ended December 31,
2019
2018
$
$
110,082 $
2,657
112,739
107,180
656
107,836
(4,903) $
31,004 $
3,475
34,479
110,082
2,657
112,739
78,260 $
35,710
7,090
42,800
31,004
3,475
34,479
(8,321)
Revenue Recognition. The Company records rental revenue from operating leases on a straight-line basis over the term of the leases and maintains an
allowance for estimated losses that may result from the inability of its tenants to make required payments. If tenants fail to make contractual lease payments that
are greater than the Company’s allowance for doubtful accounts, security deposits and letters of credit, then the Company may have to recognize additional
doubtful account charges in future periods. The Company monitors the liquidity and creditworthiness of its tenants on an on-going basis by reviewing their
financial condition periodically as appropriate. Each period the Company reviews its outstanding accounts receivable, including straight-line rents, for doubtful
accounts and provides allowances as needed. The Company also records lease termination fees when a tenant has executed a definitive termination agreement with
the Company and the payment of the termination fee is not subject to any conditions that must be met or waived before the fee is due to the Company. If a tenant
remains in the leased space following the execution of a definitive termination agreement, the applicable termination will be deferred and recognized over the term
of such tenant’s occupancy. Tenant expense reimbursement income includes payments and amounts due from tenants pursuant to their leases for real estate taxes,
insurance and other recoverable property operating expenses and is recognized as revenues during the same period the related expenses are incurred.
As of December 31, 2020 and 2019, approximately $32.5 million and $27.4 million, respectively, of straight-line rent and accounts receivable, net of allowances of
approximately $0.9 million and $0.2 million for the years ended December 31, 2020 and 2019, respectively, were included as a component of other assets in the
accompanying consolidated balance sheets.
Effective January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU No. 2014-09"), using the
modified retrospective approach, which requires a cumulative effect adjustment as of the date of the Company's adoption. Under the modified retrospective
approach, an entity may also elect to apply this standard to either (i) all contracts as of January 1, 2018 or (ii) only to contracts that were not completed as of
January 1, 2018. A completed contract is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP that was in effect before
the date of initial application. Based on the Company’s evaluation of contracts within the scope of ASU No. 2014-09, the guidance impacts revenue related to the
sales of real estate, which is evaluated in conjunction with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial
Assets ("ASC 610-20") (see below).
Effective January 1, 2018, the Company adopted the guidance of ASC 610-20, which applies to sales or transfers to noncustomers of nonfinancial assets or in
substance nonfinancial assets that do not meet the definition of a business. Generally, the Company’s sales of real estate would be considered a sale of a
nonfinancial asset as defined by ASC 610-20. ASC 610-20 refers to the revenue recognition principles under ASU 2014-09 (see above). Under ASC 610-20, if the
Company determines it does not have a controlling financial interest in the entity that holds the asset and the arrangement meets the criteria to be accounted for as a
contract, the Company will derecognize the asset and recognize a gain or loss on the sale of the real estate when control of the underlying asset transfers to the
buyer. As a result of adoption of the standard, there was no material impact to the Company’s consolidated financial statements.
Deferred Financing Costs. Costs incurred in connection with financings are capitalized and amortized to interest expense using the effective interest method
over the term of the related loan. Deferred financing costs associated with the Company's revolving credit facility are classified as an asset and deferred financing
costs associated with debt liabilities are reported as a direct deduction from the carrying amount of the debt liability in the accompanying consolidated balance
sheets. Deferred
12
financing costs related to the revolving credit facility and debt liabilities are shown at cost, net of accumulated amortization in the aggregate of approximately
$9.4 million and $8.3 million as of December 31, 2020 and 2019, respectively.
Income Taxes. The Company elected to be taxed as a REIT under the Code and operates as such beginning with its taxable year ended December 31, 2010.
To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual
REIT taxable income to its stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily
equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes
qualifying dividends to its stockholders. If it fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular
corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years
following the year during which qualification is lost unless the IRS grants it relief under certain statutory provisions. Such an event could materially adversely
affect the Company’s net income and net cash available for distribution to stockholders. However, the Company believes it is organized and operates in such a
manner as to qualify for treatment as a REIT.
ASC 740-10, Income Taxes, (“ASC 740-10”), provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the
financial statements. ASC 740-10 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax
positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not
threshold are recorded as a tax expense in the current year. As of December 31, 2020 and 2019, the Company did not have any unrecognized tax benefits and does
not believe that there will be any material changes in unrecognized tax positions over the next 12 months. The Company’s tax returns are subject to examination by
federal, state and local tax jurisdictions beginning with the 2010 calendar year.
Stock-Based Compensation and Other Long-Term Incentive Compensation. The Company follows the provisions of ASC 718, Compensation-Stock
Compensation, to account for its stock-based compensation plan, which requires that the compensation cost relating to stock-based payment transactions be
recognized in the financial statements and that the cost be measured on the fair value of the equity or liability instruments issued. The Company's 2019 Equity
Incentive Plan (the "2019 Plan") provides for the grant of restricted stock awards, performance share awards, unrestricted shares or any combination of the
foregoing. Stock-based compensation is recognized as a general and administrative expense in the accompanying consolidated statements of operations and
measured at the fair value of the award on the date of grant. The Company estimates the forfeiture rate based on historical experience as well as expected behavior.
The amount of the expense may be subject to adjustment in future periods depending on the specific characteristics of the stock-based award.
In addition, the Company has awarded long-term incentive target awards (the “Performance Share awards”) under its Amended and Restated Long-Term Incentive
Plan (as amended and restated the "Amended LTIP"), which the Company amended and restated on January 8, 2019, to its executives that may be payable in shares
of the Company’s common stock after the conclusion of each pre-established performance measurement period, which is generally three years. The amount that
may be earned is variable depending on the relative total shareholder return of the Company’s common stock as compared to the total shareholder return of the
MSCI U.S. REIT Index (RMS) and the FTSE Nareit Equity Industrial Index over the pre-established performance measurement period. Under the Amended LTIP,
each participant’s Performance Share award granted on or after January 1, 2019 will be expressed as a number of shares of common stock and settled in shares of
common stock. Target awards were previously expressed as a dollar amount and settled in shares of common stock. Commencing with Performance Share awards
granted on or after January 1, 2019, the grant date fair value of the Performance Share awards will be determined under current accounting treatment using a Monte
Carlo simulation model on the date of grant and recognized on a straight-line basis over the performance period. For Performance Share awards granted prior to
January 1, 2019, the Company estimates the fair value of the Performance Share awards using a Monte Carlo simulation model on the date of grant and at each
reporting period. The Performance Share awards granted prior to January 1, 2019 are recognized as compensation expense over the requisite performance period
based on the fair value of the Performance Share awards at the balance sheet date, which varies quarter to quarter based on the Company’s relative share price
performance, and are included as a component of Performance Share awards payable in the accompanying consolidated balance sheets.
Use of Derivative Financial Instruments. ASC 815, Derivatives and Hedging (See “Note 9 – Derivative Financial Instruments”), provides the disclosure
requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why the
Company uses derivative instruments, (b) how the Company accounts for derivative instruments and related hedged items, and (c) how derivative instruments and
related hedged items affect the Company’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the
Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments.
13
The Company records all derivatives on the accompanying consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives
depends on the intended use of the derivative, whether the Company has 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. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks,
even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
Fair Value of Financial Instruments. ASC 820, Fair Value Measurements and Disclosures (See “Note 10 – Fair Value Measurements”), defines fair value
as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC
820 also provides guidance for using fair value to measure financial assets and liabilities. ASC 820 requires disclosure of the level within the fair value hierarchy in
which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for
similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation
assumptions that are not readily observable in the market (Level 3).
New Accounting Standards. ASU No. 2016-02 requires lessees to recognize the following for all leases (with the exception of short-term leases) at the
commencement date: 1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) a right-
of-use asset (“ROU asset”), which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU No. 2016-02
also requires lessees to classify leases as either a finance or operating lease based on whether or not the lease is effectively a financed purchase of the leased asset
by the lessee. This classification is used to evaluate whether the lease expense should be recognized based on an effective interest method as a finance lease or on a
straight-line basis over the term of the lease as an operating lease. The Company is the lessee of one office space, which was classified as an operating lease under
Topic 840. As the Company elected the package of practical expedients as described above, the classification of existing leases was not reassessed and as such, this
lease continues to be accounted for as an operating lease.
In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842), Targeted Improvements (“ASU No. 2018-11”), which provides lessors with a practical
expedient, by class of underlying asset, to not separate nonlease components from the associated lease component and, instead to account for those components as
a single component if the nonlease components otherwise would be accounted for under the new revenue recognition standard (Topic 606) and if certain conditions
are met. Upon adoption of ASU No. 2016-02, the Company adopted this practical expedient, specifically related to its tenant reimbursements which would
otherwise be accounted for under the new revenue recognition standard. The Company believes the two conditions have been met for tenant reimbursements as 1)
the timing and pattern of transfer of the nonlease components and associated lease components are the same and 2) the non-lease component is not the predominant
component in the arrangement. In addition, ASU No. 2018-11 provides an additional optional transition method to allow entities to apply the new lease accounting
standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. An entity’s reporting for the comparative
periods presented in the financial statements in which it adopts the new lease accounting standard will continue to be reported under the current lease accounting
standards of Topic 840. The Company adopted this transition method upon adoption of ASU No. 2016-02 on January 1, 2019. There was no cumulative-effect
adjustment to the opening balance of retained earnings upon adoption.
In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842), Narrow-Scope Improvements for Lessors (“ASU No. 2018-20”), which permits
lessors, as an accounting policy election, to not evaluate whether certain sales taxes and other similar taxes are lessor costs or lessee costs and instead to account
for these costs as if they were lessee costs. In addition, ASU No. 2018-20 requires lessors to 1) exclude lessor costs paid directly by lessees to third parties on the
lessor’s behalf from variable payments and 2) include lessor costs that are reimbursed by the lessee in the measurement of variable lease revenue and the associated
expense. The amendments also clarify that lessors are required to allocate the variable payments to the lease and non-lease components and follow the recognition
guidance in Topic 842 for the lease component and other applicable guidance, such as ASU No. 2014-09, for the non-lease component.
As a result of the adoption of ASU No. 2016-02, ASU No. 2018-11, and ASC No. 2018-20, there was no material impact to the Company’s consolidated financial
statements as a lessor or lessee. In accordance with the guidance, the Company has combined rental revenues and tenant expense reimbursements on the
Company’s consolidated statements of operations. The Company
14
does not currently capitalize internal leasing costs. In addition, on January 1, 2019, the Company recognized a lease liability of approximately $0.9 million and a
related ROU asset of approximately $0.8 million on its consolidated balance sheets, based on the present value of lease payments for the remaining term of the
Company’s corporate office lease, which was approximately 3.5 years as of the adoption date. As the rate implicit in the lease was not readily determinable, the
discount rate applied to measure the lease liability and ROU asset was based on the Company’s incremental borrowing rate of 2.7% as of the adoption date. The
lease liability is included as a component of accounts payable and other liabilities and the ROU asset is included as a component of other assets in the
accompanying consolidated balance sheets. All operating lease expense is recognized on a straight-line basis over the lease term. As of December 31, 2020, the
lease liability was approximately $0.4 million and the ROU asset was approximately $0.4 million.
Segment Disclosure. ASC 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable
segments. The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company’s investments in real
estate are geographically diversified and the chief operating decision makers evaluate operating performance on an individual asset level. As each of the
Company’s assets has similar economic characteristics, the assets have been aggregated into one reportable segment.
Note 3. Concentration of Credit Risk
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. The
Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. However, the Company’s management believes the
Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
As of December 31, 2020, the Company owned 62 buildings aggregating approximately 3.6 million square feet and nine improved land parcels consisting of
approximately 48.6 acres located in Northern New Jersey/New York City, which accounted for a combined percentage of approximately 29.5% of its annualized
base rent. Such annualized base rent percentages are based on contractual base rent from leases in effect as of December 31, 2020, excluding any partial or full rent
abatements.
Other real estate companies compete with the Company in its real estate markets. This results in competition for tenants to occupy space. The existence of
competing properties could have a material impact on the Company’s ability to lease space and on the level of rent that can be achieved. The Company had no
tenants that accounted for greater than 10% of its rental revenues for the years ended December 31, 2020, 2019 and 2018.
Note 4. Investments in Real Estate
During the year ended December 31, 2020, the Company acquired six industrial buildings containing approximately 0.2 million square feet and five
improved land parcels containing approximately 12.0 acres. The total aggregate initial investment, including acquisition costs, was approximately $100.4 million,
of which $78.8 million was recorded to land, $17.0 million to buildings and improvements and $4.6 million to intangible assets. Additionally, the Company
assumed $2.1 million in intangible liabilities.
The following table sets forth the wholly-owned industrial properties the Company acquired during the year ended December 31, 2020:
15
3
Property Name
2
Old Bayshore
Gladwick
84th Kent
Hudson
Starlite Street
Aviation Blvd
Porter Street
SE 32nd Street
5
Maple Street
East Marginal
McLaren
6
4
Total
Location
Acquisition Date
Number of
Buildings
Square Feet
Purchase Price
1
(in thousands)
San Jose, CA
Rancho Dominguez, CA
Kent, WA
Seattle, WA
South San Francisco, CA
Inglewood, CA
Los Angeles, CA
Bellevue, WA
Rancho Dominguez, CA
Tukwila, WA
Irvine, CA
March 12, 2020
March 12, 2020
April 17, 2020
May 31, 2020
July 10, 2020
October 26, 2020
November 5, 2020
November 6, 2020
December 5, 2020
December 30, 2020
December 30, 2020
—
1
—
1
1
—
1
1
—
—
1
6
—
65,670
—
13,000
22,275
—
13,000
39,000
—
—
11,348
163,794
$
$
11,784
17,950
4,500
5,611
6,300
10,000
4,400
11,737
9,750
6,625
8,000
96,657
1
2
3
4
5
6
The total aggregate investment was approximately $100.4 million, including $1.6 million in closing costs and acquisition costs. Additionally, the
Company assumed $2.1 million in intangible liabilities.
An improved land parcel containing approximately 2.7 acres.
Also includes an improved land parcel containing approximately 2.8 acres.
An improved land parcel containing approximately 1.9 acres.
An improved land parcel containing approximately 2.5 acres.
An improved land parcel containing approximately 2.1 acres.
The Company recorded revenues and net income for the year ended December 31, 2020 of approximately $2.4 million and $1.1 million, respectively, related to the
2020 acquisitions.
During the year ended December 31, 2019, the Company acquired 17 industrial buildings containing approximately 0.7 million square feet and four improved land
parcels containing approximately 22.6 acres. The total aggregate initial investment, including acquisition costs, was approximately $289.6 million, of which
$224.1 million was recorded to land, $53.9 million to buildings and improvements and $11.6 million to intangible assets. Additionally, the Company assumed
$10.0 million in intangible liabilities.
As of December 31, 2020, the Company owned one property under redevelopment expected to contain approximately 0.2 million square feet upon completion with
a total expected investment of approximately $64.1 million, including redevelopment costs, capitalized interest and other costs of approximately $61.4 million.
During the year ended December 31, 2020, the Company completed redevelopment of its Kent 192 property in Kent, Washington and 6th Avenue South property
in Seattle, Washington, totaling approximately 0.3 million square feet. The total investment was approximately $49.8 million. The Company capitalized interest
associated with redevelopment and expansion activities of approximately $1.6 million, $3.2 million and $2.5 million, respectively, during the years ended
December 31, 2020, 2019 and 2018.
The following table sets forth the wholly-owned industrial properties the Company acquired during the year ended December 31, 2019:
16
2
4
Property Name
49th Street
81 N Hackensack
3
48 3rd and 286 Central
Minnesota and Tennessee
51 Kero
Anderson
Auburn 400
Morgan
20th Street
Slauson
East Marginal
Whelan
917 Valley
Total
5
Location
Queens, NY
Kearny, NJ
Kearny, NJ
San Francisco, CA
Carlstadt, NJ
Los Angeles, CA
Auburn, WA
Brooklyn, NY
Oakland, CA
Santa Fe Springs, CA
Seattle, WA
East Rutherford, NJ
Puyallup, WA
Acquisition Date
Number of
Buildings
Square Feet
Purchase Price
1
(in thousands)
Februrary 12, 2019
March 8, 2019
March 29, 2019
May 28, 2019
August 7, 2019
August 19, 2019
August 21, 2019
August 29, 2019
August 30, 2019
August 30, 2019
November 15, 2019
December 13, 2019
December 19, 2019
1
—
1
2
—
5
1
2
1
2
—
1
1
17
19,000
—
28,124
119,089
—
53,016
70,345
195,598
92,884
29,927
—
50,305
40,816
699,104
$
$
24,017
25,000
14,085
47,775
4,025
18,100
9,450
80,500
23,752
5,331
2,850
12,000
6,725
273,610
1
2
3
4
5
The total aggregate investment was approximately $289.6 million, including $6.0 million in closing costs and acquisition costs. Additionally, the
Company assumed $10.0 million in intangible liabilities.
An improved land parcel containing approximately 16.8 acres.
Also includes an improved land parcel containing approximately 2.9 acres.
An improved land parcel containing approximately 2.0 acres.
An improved land parcel containing approximately 0.9 acres.
The Company recorded revenues and net income for the year ended December 31, 2019 of approximately $7.6 million and $3.0 million, respectively, related to the
2019 acquisitions.
The above assets and liabilities were recorded at fair value, which uses Level 3 inputs. The properties were acquired from unrelated third parties using existing
cash on hand, proceeds from property sales, issuance of common stock and borrowings on the revolving credit facility.
Note 5. Held for Sale/Disposed Assets
The Company considers a property to be held for sale when it meets the criteria established under ASC 360, Property, Plant, and Equipment. Properties held
for sale are reported at the lower of the carrying amount or fair value less estimated costs to sell and are not depreciated while they are held for sale. As of
December 31, 2020, the Company did not have any properties held for sale.
During the year ended December 31, 2020, the Company sold three properties located in the Washington, D.C. market for a total aggregate sales price of
approximately $51.3 million, resulting in a gain of approximately $17.8 million, and one property located in the Miami market for a sales price of approximately
$22.2 million, resulting in a gain of approximately $9.0 million.
During the year ended December 31, 2019, the Company sold one property in the Los Angeles market for a sales price of approximately $12.4 million, resulting in
a gain of approximately $4.5 million, one redevelopment property in the Miami market for a sales price of approximately $14.0 million, resulting in a gain of
approximately $1.8 million, and two properties located in the Washington, D.C. market for an aggregate sales price of approximately $22.5 million, resulting in an
aggregate gain of approximately $3.1 million.
Note 6. Senior Secured Loan
The Company had a Senior Secured Loan outstanding to a borrower that bore interest at a fixed annual interest rate of 8.0% and was fully repaid in May
2020. The Senior Secured Loan was secured by a portfolio of six improved land parcels located primarily in Newark, New Jersey. As of December 31, 2020 and
December 31, 2019, there was approximately $0 and $15.9 million, respectively, net of deferred loan fees of approximately $0 and $0.1 million, respectively,
outstanding on the Senior Secured Loan and approximately $0 and $0.3 million, respectively, of interest receivable outstanding on the Senior Secured Loan.
Interest receivable is included as a component of other assets in the accompanying consolidated balance sheets.
17
Note 7. Debt
As of December 31, 2020, the Company had $50.0 million of senior unsecured notes that mature in September 2022, $100.0 million of senior unsecured
notes that mature in July 2024, $50.0 million of senior unsecured notes that mature in July 2026, $50.0 million of senior unsecured notes that mature in October
2027 and $100.0 million of senior unsecured notes that mature in December 2029 (collectively, the “Senior Unsecured Notes”), and a credit facility (the
“Facility”), which consists of a $250.0 million unsecured revolving credit facility that matures in October 2022 and a $100.0 million term loan that matures in
January 2022. As of both December 31, 2020 and 2019, there were no borrowings outstanding on the revolving credit facility and $100.0 million of borrowings
outstanding on the term loan. As of December 31, 2020, the Company had one interest rate cap to hedge the variable cash flows associated with $50.0 million of its
existing $100.0 million variable-rate term loan. As of December 31, 2019, the Company had two interest rate caps to hedge the variable cash flows associated with
its existing $100.0 million variable-rate term loan. See “Note 9 - Derivative Financial Instruments” for more information regarding the Company’s interest rate
caps.
The aggregate amount of the Facility may be increased to a total of up to $600.0 million, subject to the approval of the administrative agent and the identification
of lenders willing to make available additional amounts. Outstanding borrowings under the Facility are limited to the lesser of (i) the sum of the $250.0 million
revolving credit facility and the $100.0 million term loan or (ii) 60.0% of the value of the unencumbered properties. Interest on the Facility, including the term
loan, is generally to be paid based upon, at the Company’s option, either (i) LIBOR plus the applicable LIBOR margin or (ii) the applicable base rate which is the
greatest of the administrative agent’s prime rate, 0.50% above the federal funds effective rate, or thirty-day LIBOR plus the applicable LIBOR margin for LIBOR
rate loans under the Facility plus 1.25%. The applicable LIBOR margin will range from 1.05% to 1.50% (1.05% as of December 31, 2020) for the revolving credit
facility and 1.20% to 1.70% (1.20% as of December 31, 2020) for the $100.0 million term loan that matures in January 2022, depending on the ratio of the
Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value. The Facility requires quarterly payments of an
annual facility fee in an amount ranging from 0.15% to 0.30% depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the
Company’s consolidated gross asset value.
The Facility and the Senior Unsecured Notes are guaranteed by the Company and by substantially all of the current and to-be-formed subsidiaries of the Company
that own an unencumbered property. The Facility and the Senior Unsecured Notes are unsecured by the Company’s properties or by interests in the subsidiaries
that hold such properties. The Facility and the Senior Unsecured Notes include a series of financial and other covenants with which the Company must comply.
The Company was in compliance with the covenants under the Facility and the Senior Unsecured Notes as of December 31, 2020 and 2019.
As of December 31, 2020, the Company had one mortgage loan payable, net of deferred financing costs, totaling approximately $11.3 million, which bore interest
at a weighted average fixed annual rate of 5.5%. The mortgage loan payable is collateralized by one property, is non-recourse and requires monthly interest and
principal payments until it matures in April 2021. As of December 31, 2019, the Company had two mortgage loans payable, net of deferred financing costs,
totaling approximately $44.3 million, which bore interest at a weighted average fixed annual interest rate of 4.1%. As of December 31, 2020 and December 31,
2019, the total gross book value of the properties securing the debt was approximately $32.7 million and $114.9 million, respectively.
The scheduled principal payments of the Company’s debt as of December 31, 2020 were as follows (dollars in thousands):
2021
2022
2023
2024
2025
Thereafter
Total Debt
Deferred financing costs, net
Total Debt, net
Weighted Average Interest Rate
Credit
Facility
Term
Loans
Senior
Unsecured
Notes
Mortgage
Loans
Payable
Total Debt
$
$
—
—
—
—
—
—
—
—
—
n/a
—
100,000
—
—
—
—
100,000
(209)
99,791
$
$
—
50,000
—
100,000
—
200,000
350,000
(1,937)
348,063
$
$
11,271
—
—
—
—
—
11,271
(7)
11,264
$
$
11,271
150,000
—
100,000
—
200,000
461,271
(2,153)
459,118
1.3 %
3.8 %
5.5 %
3.3 %
$
$
18
Note 8. Leasing
The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of December 31, 2020. The schedule does not reflect
future rental revenues from the renewal or replacement of existing leases and excludes property operating expense reimbursements (dollars in thousands):
2021
2022
2023
2024
2025
Thereafter
Total
$
$
143,050
129,114
108,490
89,365
70,106
163,096
703,221
Note 9. Derivative Financial Instruments
Risk Management Objective of Using Derivatives
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures
to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest
rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial
instruments. Specifically, the Company enters 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. The Company’s derivative financial instruments are
used to manage differences in the amount, timing, and duration of its known or expected cash payments principally related to its borrowings.
Derivative Instruments
The Company’s 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, the Company primarily uses interest rate caps as part of its interest rate risk management strategy. Interest rate caps involve the receipt
of variable amounts from a counterparty at the end of each period in which the interest rate exceeds the agreed fixed price. The Company does not use derivatives
for trading or speculative purposes. The Company requires that hedging derivative instruments be highly effective in reducing the risk exposure that they are
designated to hedge. As a result, there is no significant ineffectiveness from any of its derivative activities.
The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a
hedging relationship and further, on the type of hedging relationship. Derivatives that are not designated as hedges must be adjusted to fair value through earnings.
For a derivative that is designated and that qualifies as a cash flow hedge, the effective portion of the change in fair value of the derivative is initially recorded in
accumulated other comprehensive income (loss) (“AOCI”). Amounts recorded in AOCI are subsequently reclassified into earnings in the period that the hedged
forecasted transaction affects earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.
As of December 31, 2020, the Company had one interest rate cap to hedge the variable cash flows associated with $50.0 million of its existing $100.0 million
variable-rate term loan. The cap has a notional value of $50.0 million and will effectively cap the annual interest rate payable at 4.0% plus 1.20% to 1.70%,
depending on leverage, with respect to $50.0 million for the period from December 1, 2014 (effective date) to May 4, 2021. The Company previously had an
additional interest rate cap with a notional value of $50.0 million (which expired on February 3, 2020) to hedge the variable cash flows associated with $50.0
million of its existing $100.0 million variable-rate term loan. The Company is required to make certain monthly variable rate payments on the term loan, while the
applicable counterparty is obligated to make certain monthly floating rate payments based on LIBOR to the Company in the event LIBOR is greater than 4.0%,
referencing the same notional amount.
19
The Company records all derivative instruments on a gross basis in other assets on the accompanying consolidated balance sheets, and accordingly, there are no
offsetting amounts that net assets against liabilities. The following table presents a summary of the Company’s derivative instruments designated as hedging
instruments (dollars in thousands):
Derivative Instrument
Effective
Date
Maturity
Date
Interest
Rate
Strike
Fair Value
Notional Amount
December 31, 2020
December 31, 2019 December 31, 2020 December 31, 2019
Assets:
Interest Rate Cap
Interest Rate Cap
Total
12/1/2014
9/1/2015
5/4/2021
2/3/2020
4.0 % $
4.0 %
$
—
—
—
$
$
—
—
—
$
$
50,000
—
50,000
$
$
50,000
50,000
100,000
The effective portion of changes in the fair value of derivatives designated and qualified as cash flow hedges is recorded in AOCI and will be reclassified to
interest expense in the period that the hedged forecasted transaction affects earnings on the Company’s variable rate debt. The ineffective portion of the change in
fair value of the derivatives is recognized directly in earnings into interest expense.
The following table presents the effect of the Company’s derivative financial instruments on its accompanying consolidated statements of operations for years
ended December 31, 2020 and 2019 (dollars in thousands):
Interest rate caps in cash flow hedging relationships:
Amount of gain recognized in AOCI on derivatives (effective portion)
Amount of gain reclassified from AOCI into interest expense (effective portion)
For the Year Ended December 31,
2020
2019
$
$
— $
254 $
(26)
350
The Company estimates that approximately $0.2 million will be reclassified from AOCI as an increase to interest expense over the next twelve months.
Note 10. Fair Value Measurements
ASC 820 requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted
prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar
instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3).
Recurring Measurements – Interest Rate Contracts
Fair Value of Interest Rate Caps
Currently, the Company uses interest rate cap agreements to manage its 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 the derivatives. This analysis reflects the contractual terms of
the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. As of December 31, 2020 and 2019, the
Company applied the provisions of this standard to the valuation of its interest rate caps.
The following sets forth the Company’s financial instruments that are accounted for at fair value on a recurring basis as of December 31, 2020 and 2019 (dollars in
thousands):
Assets
Interest rate caps at:
December 31, 2020
December 31, 2019
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)
Total Fair Value
$
$
—
—
$
$
—
—
$
$
—
—
$
$
—
—
20
Financial Instruments Disclosed at Fair Value
As of December 31, 2020 and 2019, the fair values of cash and cash equivalents, accounts receivable, and accounts payable approximated their carrying
values because of the short-term nature of these investments or liabilities based on Level 1 inputs. The fair values of the Company’s derivative instruments were
evaluated based on Level 2 inputs. The fair values of the Company’s mortgage loans payable and Senior Unsecured Notes were estimated by calculating the
present value of principal and interest payments, based on borrowing rates available to the Company, which are Level 2 inputs, adjusted with a credit spread, as
applicable, and assuming the loans are outstanding through maturity. The fair value of the Company’s Facility approximated its carrying value because the variable
interest rates approximate market borrowing rates available to the Company, which are Level 2 inputs. The fair value of the Company’s Senior Secured Loan
approximated its carrying value because the interest rate approximates the market lending rate available to the borrower, which is a Level 2 input.
The following table sets forth the carrying value and the estimated fair value of the Company’s Senior Secured Loan and debt as of December 31, 2020 and 2019
(dollars in thousands):
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)
—
—
—
—
$
$
$
$
— $
15,915 $
481,809 $
503,028 $
Carrying Value
—
—
—
—
$
$
$
$
—
15,858
459,118
491,575
Total Fair Value
$
$
$
$
— $
15,915 $
481,809 $
503,028 $
Assets
Senior Secured Loan at:
December 31, 2020
December 31, 2019
Liabilities
Debt at:
December 31, 2020
December 31, 2019
Note 11. Stockholders’ Equity
The Company’s authorized capital stock consists of 400,000,000 shares of common stock, $0.01 par value per share, and 100,000,000 shares of preferred
stock, $0.01 par value per share. The Company has an at-the-market equity offering program (the “$300 Million ATM Program”) pursuant to which the Company
may issue and sell shares of its common stock having an aggregate offering price of up to $300.0 million ($84.1 million remaining as of December 31, 2020) in
amounts and at times to be determined by the Company from time to time. Prior to the implementation of the $300 Million ATM Program, the Company had a
$250.0 million ATM program (the “$250 Million ATM Program”), which was substantially utilized as of May 2019 and is no longer active. Actual sales under the
$300 Million ATM Program, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market
conditions, the trading price of the Company’s common stock, determinations by the Company of the appropriate sources of funding for the Company and
potential uses of funding available to the Company. The Company intends to use the net proceeds from the offering of the shares under the $300 Million ATM
Program, if any, for general corporate purposes, which may include future acquisitions and repayment of indebtedness, including borrowings under the Facility.
During the year ended December 31, 2020, the Company issued an aggregate of 1,197,597 shares of common stock at a weighted average offering price of $54.08
per share under the $300 Million ATM Program, resulting in net proceeds of approximately $63.8 million and paying total compensation to the applicable sales
agents of approximately $0.9 million. During the year ended December 31, 2019, the Company issued an aggregate of 6,064,576 shares of common stock at a
weighted average offering price of $45.85 per share under the $300 Million ATM Program and the $250 Million ATM Program, resulting in net proceeds of
approximately $274.0 million and paying total compensation to the applicable sales agents of approximately $4.0 million.
The Company has a share repurchase program authorizing the Company to repurchase up to 3,000,000 shares of its outstanding common stock from time to time
through December 31, 2022 (extended from December 31, 2020 by the Company's Board of Directors on November 3, 2020). Purchases made pursuant to the
program will be made in either the open market or in privately negotiated transactions as permitted by federal securities laws and other legal requirements. The
timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market
21
conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. As of December 31, 2020, the
Company has not repurchased any shares of its common stock pursuant to the share repurchase program.
On April 30, 2019, the Company’s stockholders approved the 2019 Plan, which replaces the Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”).
The 2019 Plan permits the grant of restricted stock awards, performance share awards and unrestricted stock awards. The maximum number of shares of the
Company’s common stock that may be issued under the 2019 Plan is 1,898,961, which consists of (i) 1,510,079 shares initially reserved and available for issuance
under the 2019 Plan and (ii) 388,882 shares underlying outstanding awards under the 2010 Plan, which if forfeited, canceled or otherwise terminated under the
2010 Plan shall be added to the shares available for issuance under the 2019 Plan. No further awards will be made under the 2010 Plan.
In connection with the annual meeting of stockholders on May 5, 2020, the Company granted a total of 11,190 shares of unrestricted common stock to its
independent directors under the 2019 Plan with a grant date fair value per share of $53.62. The grant date fair value of the unrestricted common stock was
determined using the closing price of the Company’s common stock on the date of the grant. The Company recognized approximately $0.6 million in
compensation costs for the year ended December 31, 2020 related to this issuance.
In 2019, the Company established a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) maintained for the benefit of select
employees and members of the Company’s Board of Directors, in which certain of their cash and equity-based compensation may be deposited. Deferred
Compensation Plan assets are held in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of bankruptcy or insolvency. The shares
held in the Deferred Compensation Plan are classified within stockholders’ equity in a manner similar to the manner in which treasury stock is classified.
Subsequent changes in the fair value of the shares are not recognized. During the year ended December 31, 2020, 139,224 shares of common stock were deposited
into the Deferred Compensation Plan.
As of December 31, 2020, there were 1,898,961 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or
Performance Share awards under the 2019 Plan, of which 1,376,906 were remaining and available for issuance. The grant date fair value per share of restricted
stock awards issued during the period from February 16, 2010 (commencement of operations) to December 31, 2020 ranged from $14.20 to $60.83. The fair value
of the restricted stock that was granted during the year ended December 31, 2020 was approximately $4.7 million and the vesting period for the restricted stock is
three to five years. As of December 31, 2020, the Company had approximately $7.9 million of total unrecognized compensation costs related to restricted stock
issuances, which is expected to be recognized over a remaining weighted average period of approximately 3.7 years. The Company recognized compensation costs
of approximately $2.6 million, $1.9 million and $1.9 million, respectively, for the years ended December 31, 2020, 2019 and 2018 related to the restricted stock
issuances.
The following is a summary of the total restricted shares granted to the Company’s executive officers and employees with the related weighted average grant date
fair value share prices for the years ended December 31, 2020, 2019 and 2018.
22
Restricted Stock Activity:
Non-vested shares outstanding as of December 31, 2017
Granted
Forfeited
Vested
Non-vested shares outstanding as of December 31, 2018
Granted
Forfeited
Vested
Non-vested shares outstanding as of December 31, 2019
Granted
Forfeited
Vested
Non-vested shares outstanding as of December 31, 2020
Shares
Weighted
Average Grant
Date Fair Value
357,183 $
53,915
(11,830)
(15,338)
383,930
111,099
(52,892)
(15,367)
426,770
78,041
(5,146)
(295,936)
203,729 $
21.01
34.63
20.30
20.21
22.98
46.99
31.02
23.90
28.20
60.11
51.58
21.07
50.19
The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of December 31, 2020:
Non-vested Shares Vesting Schedule
2021
2022
2023
2024
2025
Thereafter
Total Non-vested Shares
Long-Term Incentive Plan:
Number of Shares
13,336
12,297
37,247
83,309
57,540
—
203,729
As of December 31, 2020, there are three open performance measurement periods for the Performance Share awards: January 1, 2018 to December 31, 2020,
January 1, 2019 to December 31, 2021 and January 1, 2020 to December 31, 2022. During the year ended December 31, 2020, the Company issued 135,494 shares
of common stock at a price of $54.22 per share related to the Performance Share awards for the performance period from January 1, 2017 to December 31, 2019.
The expense related to the open Performance Share awards granted prior to January 1, 2019 varies quarter to quarter based on the Company's relative share price
performance.
The following table summarizes certain information with respect to the Performance Share awards granted prior to January 1, 2019 (dollars in thousands):
Fair Value Performance Share Period
January 1, 2018 - December 31, 2020
January 1, 2017 - December 31, 2019
January 1, 2016 - December 31, 2018
Total
Maximum
Potential
Payout
Fair Value
Accrual
December 31,
2020
December 31,
2020
Expense
For the Year Ended December 31,
2020
2019
2018
$
$
7,482 $
—
—
7,482 $
7,482 $
—
—
7,482 $
7,482 $
—
—
7,482 $
3,138 $
—
—
3,138 $
3,208 $
3,217
—
6,425 $
1,135
2,540
3,388
7,063
23
Under the Amended LTIP, which the Company amended and restated on January 8, 2019, each participant’s Performance Share target award for target awards
granted on or after January 1, 2019 will be expressed as a number of shares of common stock and settled in shares of common stock. Target awards were
previously expressed as a dollar amount and settled in shares of common stock. Commencing with Performance Share awards granted on or after January 1, 2019,
the grant date fair value of the Performance Share awards will be determined under current accounting treatment using a Monte Carlo simulation model on the date
of grant and recognized on a straight-line basis over the performance period.
The following table summarizes certain information with respect to the Performance Share awards granted on or after January 1, 2019 (dollars in thousands):
Performance Share Period
January 1, 2019 - December 31, 2021
January 1, 2020 - December 31, 2022
Total
Dividends:
Expense
For the Year Ended December 31,
Fair Value on Date of
Grant
$
$
4,829 $
5,572
10,401 $
2020
2019
2018
1,610 $
1,857
3,467 $
1,610 $
—
1,610 $
—
—
—
The following table sets forth the cash dividends paid or payable per share during the years ended December 31, 2020 and 2019:
For the Three
Months Ended
March 31, 2020
June 30, 2020
September 30, 2020
December 31, 2020
0.27 February 05, 2020
0.27 May 05, 2020
0.29 August 04, 2020
0.29 November 03, 2020
Security
Common stock $
Common stock $
Common stock $
Common stock $
March 27, 2020
June 30, 2020
October 02, 2020
December 15, 2020
Dividend
per Share
Declaration Date
Record Date
For the Three
Months Ended
March 31, 2019
June 30, 2019
September 30, 2019
December 31, 2019
Security
Common stock $
Common stock $
Common stock $
Common stock $
Dividend
per Share
Declaration Date
0.24 February 05, 2019
0.24 April 30, 2019
0.27
July 26, 2019
0.27 October 29, 2019
Record Date
March 29, 2019
July 05, 2019
October 04, 2019
December 31, 2019
Date Paid
April 10, 2020
July 14, 2020
October 16, 2020
January 05, 2021
Date Paid
April 12, 2019
July 19, 2019
October 18, 2019
January 14, 2020
Note 12. Net Income (Loss) Per Share
Pursuant to ASC 260-10-45, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, unvested share-
based payment awards that contain non-forfeitable rights to dividends are participating securities and are included in the computation of earnings per share
pursuant to the two-class method. The two-class method of computing earnings per share allocates earnings per share for common stock and any participating
securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Under the two-class method, earnings per
common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by
the weighted average number of common shares outstanding for the period. The Company’s non-vested shares of restricted stock are considered participating
securities since these share-based awards contain non-forfeitable rights to dividends irrespective of whether the awards ultimately vest or expire. The Company had
no anti-dilutive securities or dilutive restricted stock awards outstanding for the years ended December 31, 2020, 2019 and 2018.
In accordance with the Company’s policies of determining whether instruments granted in share-based payment transactions are participating securities and
accounting for earnings per share, the net income (loss) per common share is adjusted for earnings distributed through declared dividends (if any) and allocated to
all participating securities (weighted average common shares outstanding and unvested restricted shares outstanding) under the two-class method. Under this
method, allocations were made to 341,673, 402,380 and 368,912 of weighted average unvested restricted shares outstanding for the years ended December 31,
2020, 2019 and 2018, respectively.
24
Performance Share awards which may be payable in shares of the Company’s common stock after the conclusion of each pre-established performance
measurement period are included as contingently issuable shares in the calculation of diluted weighted average common shares of stock outstanding assuming the
reporting period is the end of the measurement period, and the effect is dilutive. Diluted shares related to the Performance Share awards were 407,139 and 294,570
for the years ended December 31, 2020 and 2019, respectively.
Note 13. Commitments and Contingencies
Litigation. The Company is not involved in any material litigation nor, to its knowledge, is any material litigation threatened against it. In the normal course
of business, from time to time, the Company may be involved in legal actions relating to the ownership and operations of its properties. Management does not
expect that the liabilities, if any, that may ultimately result from such legal actions will have a material effect on the consolidated financial position, results of
operations or cash flows of the Company.
Environmental Matters. The industrial properties that the Company owns and will acquire are subject to various federal, state and local environmental laws.
Under these laws, courts and government agencies have the authority to require the Company, as owner of a contaminated property, to clean up the property, even
if it did not know of or was 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 the Company could incur these costs even after the Company sells some of the properties it acquires. 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.
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.
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 one of the Company’s properties 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.
The Company could be responsible for any of the costs discussed above. 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 its stockholders. The Company generally obtains
“Phase I environmental site assessments”, or ESAs, on each property prior to acquiring it. However, these ESAs may not reveal all environmental costs that might
have a material adverse effect on the Company’s business, assets, results of operations or liquidity and may not identify all potential environmental liabilities.
The Company utilizes local third-party property managers for day-to-day property management and will rely on these third parties to operate its industrial
properties in compliance with applicable federal, state and local environmental laws in their daily operation of the respective properties and to promptly notify the
Company of any environmental contaminations or similar issues.
As a result, the Company may become subject to material environmental liabilities of which it is unaware. The Company can make no assurances that (1) future
laws or regulations will not impose material environmental liabilities on it, or (2) the environmental condition of the Company’s industrial properties will not be
affected by the condition of the properties in the vicinity of its industrial properties (such as the presence of leaking underground storage tanks) or by third parties
unrelated to the Company. The Company was not aware of any significant or material exposures as of December 31, 2020 or 2019.
General Uninsured Losses. The Company carries property and rental loss, liability and terrorism insurance. The Company believes that the policy terms,
conditions, limits and deductibles are adequate and appropriate under the circumstances, given the relative risk of loss, the cost of such coverage and current
industry practice. In addition, the Company’s properties are located, or may in the future be located, in areas that are subject to earthquake and flood activity. As a
result, the Company has obtained, as applicable, limited earthquake and flood insurance on those properties. There are, however, certain types of extraordinary
losses, such as those due to acts of war that may be either uninsurable or not economically insurable. Although the Company has obtained coverage for certain acts
of terrorism, with policy specifications and insured limits that it believes are commercially reasonable, there can be no assurance that the Company will be able to
collect under such policies. Should an uninsured loss occur, the Company could lose its investment in, and anticipated profits
25
and cash flows from, a property. The Company was not aware of any significant or material exposures as of December 31, 2020 or 2019.
Contractual Commitments. As of February 9, 2021, the Company had outstanding contracts with third-party sellers to acquire six industrial properties for a
total aggregate purchase price of approximately $123.8 million. There is no assurance that the Company will acquire the properties under contract because the
proposed acquisitions are subject to the completion of satisfactory due diligence and various closing conditions.
Note 14. Subsequent Events
The COVID-19 pandemic, and mitigation measures put in place by governments to slow it, have caused widespread economic disruption. The Company is
headquartered in San Francisco, California and its employees have been working remotely in compliance with shelter-in-place orders mandated across the San
Francisco Bay Area on March 16, 2020. The Company utilizes local, third-party property managers, and they are generally under similar shelter-in-place orders
and are working remotely. The Company has business continuity and communication plans that the Company believes, although there can be no assurance, allow
the Company to operate and manage its portfolio effectively during such disruptions. The Company expects that even after shelter-in-place orders have been lifted,
it will, for the intermediate term, employ lower density work arrangements consistent with social distancing and the Company’s business continuity plan.
The Company continues to work with its customers who have been forced to close or otherwise limit operations or whose businesses have been adversely impacted
during the COVID-19 pandemic to, on a case-by-case basis, provide rent deferments. Through February 8, 2021, the Company has granted rent deferrals to 62
tenants aggregating approximately 2.8% of annualized base rent. No rent abatements were granted. For the 62 rent deferrals granted:
•
•
•
17 tenants aggregating 0.3% of annualized base rent (11.0% of total deferrals) have completed their rent deferral period and have fully repaid the deferral
amounts;
31 tenants aggregating 2.1% of annualized base rent (73.6% of total deferrals) have not completed their rent deferral repayment period and are fulfilling
the terms of their deferral agreements; and
14 tenants aggregating 0.4% of annualized base rent (15.4% of total deferrals) have defaulted on their rent deferral repayments.
On January 4, 2021, the Company repaid the $11.3 million mortgage loan payable that was to mature in April 2021 and bore interest at 5.5%.
On January 19, 2021, the Company acquired one building totaling approximately 16,000 square feet, located in Carlstadt, New Jersey, for a total purchase price of
approximately $10.6 million. The property was acquired from an unrelated third-party using existing cash on hand.
On February 9, 2021, the Company’s Board of Directors declared a cash dividend in the amount of $0.29 per share of its common stock payable on April 9, 2021
to the stockholders of record as of the close of business on March 26, 2021.
26
Terreno Realty Corporation
Schedule III
Real Estate Investments and Accumulated Depreciation
As of December 31, 2020
(in thousands)
Property Name
No. of
Bldgs.
Location
Encumbrances
Land
Buildings &
Improvements
Initial Cost
to Company
Costs
Capitalized
Subsequent
to
Acquisition
Gross Amount Carried
at December 31, 2020
Land
Buildings &
Improvements
Total
Accumulated
Depreciation
Year
Acquired
Year
Constructed
Los Angeles
104th Street
139th Street
630 Glasgow
747 Glasgow
14611 Broadway
19601 Hamilton
709 Hindry
Acacia
Anderson
Aviation
Dominguez
Garfield
Gladwick
Hawthorne
Las Hermanas
Lynwood
McLaren
Manhattan Beach
Maple
Porter
Shoemaker
Slauson
South Main
South Main III
Telegraph Springs
Vermont
1215 Walnut
Walnut II
Northern New
Jersey/
New York City
1
2
1
1
1
1
1
1
5
—
—
5
1
8
1
3
1
1
—
1
—
—
2
1
2
1
1
1
Los Angeles, CA $
Carson, CA
Inglewood, CA
Inglewood, CA
Gardena, CA
Torrance, CA
Inglewood, CA
Compton, CA
Los Angeles, CA
Inglewood, CA
Los Angeles, CA
Commerce, CA
Rancho
Dominguez, CA
Hawthorne, CA
Compton, CA
Lynwood, CA
Irvine, CA
Redondo Beach,
CA
Rancho
Dominguez, CA
Los Angeles, CA
Santa Fe Springs,
CA
Santa Fe Springs,
CA
Carson, CA
Gardena, CA
Santa Fe Springs,
CA
Torrance, CA
Compton, CA
Compton, CA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$ 3,701 $
21,236
2,245
1,759
4,757
7,409
2,105
5,143
17,095
9,544
11,370
27,539
11,636
17,226
3,330
43,885
7,459
7,874
9,371
3,791
4,759
4,679
16,371
11,521
7,063
10,173
6,130
6,097
976
15,783
1,855
1,555
1,243
4,072
2,972
1,985
1,271
498
1,535
22,694
5,998
10,069
751
—
668
5,641
607
399
1,099
697
7,045
12,467
7,236
7,105
2,522
5,069
$
1
—
2
400
295
1,020
895
214
139
1,268
—
3,082
4,427
—
1,742
806
—
—
$ 3,701 $
21,236
2,245
1,759
4,757
7,409
2,105
5,143
17,095
9,544
11,370
27,539
11,636
17,226
3,330
43,885
7,459
976
15,785
2,255
1,850
2,263
4,967
3,186
2,124
2,539
498
4,617
27,121
5,998
11,811
1,557
—
668
$ 4,677 $
37,021
4,500
3,609
7,020
12,376
5,291
7,267
19,634
10,042
15,987
54,660
17,634
29,037
4,887
43,885
8,127
787
7,874
6,428
14,302
285
—
9,371
3,791
892
399
10,263
4,190
25
4,759
1,124
5,883
694
17,096
—
309
221
10
955
4,679
16,371
11,521
7,063
10,173
6,130
6,097
1,391
24,141
12,467
7,545
7,326
2,532
6,024
6,070
40,512
23,988
14,608
17,499
8,662
12,121
84
1,262
734
439
965
1,348
412
228
76
5
339
8,369
123
1,287
325
—
1
1,576
1
1
81
2017
2017
2011
2014
2013
2011
2016
2017
2019
2020
2017
2012
2020
2017
2014
2017
2020
2012
2020
2020
2018
51
6,783
1,183
2019
2012/2014
2017
777
591
244
402
2017
2018
2017
2018
1951
1965/2003
1988
1981
1962
1985
1984
1972
1912-1987
2002
2009
1952/1986
1970
1988
1982
1963/1970
1965
1911/1968
1986/1997
1967/1973
2016
2016
2007
1978
1969/1990
1969
Property Name
No. of
Bldgs.
Location
Encumbrances
Land
Buildings &
Improvements
Initial Cost
to Company
Costs
Capitalized
Subsequent
to
Acquisition
Gross Amount Carried
at December 31, 2020
Land
Buildings &
Improvements
Total
Accumulated
Depreciation
Year
Acquired
Year
Constructed
1 Dodge Drive
17 Madison
20 Pulaski
22 Madison
48th 3rd and 286
Central
49th Street
50 Kero
51 Kero
74th North Bergen
81 N. Hackensack
85 Doremus
341 Michele
422 Frelinghuysen
465 Meadow
550 Delancy
620 Division
7777 West Side
900 Hart
901 North
Avenue A
Belleville
Commerce
Dell
Ethel
Interstate
JFK Airgate
Manor
Melanie Lane
Middlebrook
Morgan
New Dutch
Paterson Plank
Schoolhouse
Stockton
Terminal Way
Whelan
Wilson
West Caldwell,
NJ
Fairfield, NJ
Bayonne, NJ
Fairfield, NJ
Kearny, NJ
Queens, NY
Carlstadt, NJ
Carlstadt, NJ
North Bergen,
NJ
Kearny, NJ
Newark, NJ
Carlstadt, NJ
Newark, NJ
Carlstadt, NJ
Newark, NJ
Elizabeth, NJ
North Bergen,
NJ
Piscataway, NJ
Elizabeth, NJ
Carlstadt, NJ
Kearny, NJ
Carlstadt, NJ
Carlstadt, NJ
Piscataway, NJ
South
Brunswick, NJ
Queens, NY
East Rutherford,
NJ
East Hanover,
NJ
Bound Brook,
NJ
Brooklyn, NY
Fairfield, NJ
Carlstadt, NJ
Somerset, NJ
Newark, NJ
Avenel, NJ
East Rutherford,
NJ
Newark, NJ
1
1
1
1
1
1
2
—
1
—
—
1
—
1
1
1
1
1
—
4
1
1
1
2
2
4
1
3
18
2
1
1
1
—
2
1
1
—
—
—
—
3,819
974
4,003
1,365
— 12,061
— 21,674
— 10,343
3,236
—
—
2,933
— 25,901
5,918
—
2,372
—
— 16,728
713
—
9,230
—
6,491
—
—
—
—
—
11,271
—
—
—
4,525
3,202
8,035
7,516
12,845
1,656
6,641
2,748
— 13,686
— 18,282
—
—
4,076
5,931
— 16,442
— 71,051
4,773
—
4,127
—
—
2,375
— 12,327
3,537
—
—
—
6,366
2,016
2,029
543
1,641
1,039
6
1,169
3,082
1
3,819
974
4,003
1,365
12,061
21,674
10,343
3,236
959
2,933
— 25,901
5,918
—
2,372
960
16,728
6,781
713
263
9,230
2,010
6,491
3,531
—
1,301
829
723
1,808
128
548
1,641
14,625
5,252
4,525
3,202
8,035
7,516
12,845
1,656
6,641
2,748
13,686
18,282
5,011
2,190
6,587
2,646
1,670
4,168
6,958
590
8,830
3,164
10,590
4,011
13,731
25,842
17,301
3,826
2,776
5,709
— 25,901
6,431
513
8,130
5,758
23,509
6,781
2,594
1,881
16,095
6,865
13,590
7,099
8,856
5,167
1,742
5,383
19,849
1,672
1,319
5,442
26,760
38,185
13,381
8,369
9,777
12,899
32,694
3,328
7,960
8,190
40,446
56,467
1,672
685
1,478
296
93
349
744
27
361
—
45
1,202
676
455
1,547
3,001
844
1,121
455
742
4,476
105
314
1,394
6,523
9,210
2013
2013
2014
2015
2019
2019
2017
2019
2016
2019
2018
2013
2017
2013
2013
2011
2017
2014
2016
2017
2011
2018
2011
2013
2010/2013
2013
1985
1979
1965
1979
1978/1983
1966
1970
1956-1966
1973
1973
1972
1987
1980
1967
1983
2016
1951/1957
2006
1969
1972
1981/1984
1999/2014
1986/1991
1,709
4,076
6,971
11,047
1,112
2015
1968
3,098
5,931
16,276
22,207
3,944
2013
1980/1998
13,038
16,442
23,279
39,721
8,927
2010
956
—
519
425
222
926
473
813
71,051
4,773
4,127
2,375
12,327
3,537
6,366
2,016
11,844
2,004
974
6,130
1,504
4,524
82,895
6,777
5,101
8,505
13,831
8,061
442
238
118
800
359
623
6,177
1,297
12,543
3,313
164
311
2019
2017
2016
2016
2017
2014
2019
2016
1958/1976
1960/1980 &
1967
1976
1998
2009
1950/1968
2005
1970
2,982
1,647
4,946
1,607
1,664
2,999
3,876
589
1,817
—
513
4,798
—
1,618
4,855
3,568
8,856
3,866
913
4,660
18,041
1,544
771
3,801
12,135
32,933
5,262
13,178
10,241
10,888
2,004
455
5,705
1,282
3,598
5,704
484
2
Property Name
Woodside
San Francisco
Bay Area
20th Street
238/242
Lawrence
240 Littlefield
299 Lawrence
631 Brennan
Ahern
Ahern II
Burroughs
Caribbean
Carlton Court
Clawiter
Hotchkiss
Hotchkiss II
Merced
Michele
Minnesota and
Tennessee
Old Bayshore
San Clemente
Starlite
West 140th
Whitney
Wicks
Central Pacific
Business Park I
Central Pacific
Business Park II
Seattle
6th Ave South
79 Ave South
84th Kent
917 Valley
3401 Lind
4225 2nd
Avenue
4930 3rd
Avenue South
12119 East
Marginal
No. of
Bldgs.
Location
Encumbrances
Land
Buildings &
Improvements
Initial Cost
to Company
Costs
Capitalized
Subsequent
to
Acquisition
Gross Amount Carried
at December 31, 2020
Land
Buildings &
Improvements
Total
Accumulated
Depreciation
Year
Acquired
Year
Constructed
1
Queens, NY
— 23,987
3,796
3,972
23,987
7,768
31,755
652
2018
2018
2
1
1
Oakland, CA
South San
Francisco, CA
South San
Francisco, CA
South San
Francisco, CA
1
San Jose, CA
1
Union City, CA
2
1
Union City, CA
3 San Leandro, CA
Sunnyvale, CA
3
South San
Francisco, CA
1
Hayward, CA
1
Fremont, CA
1
1
Fremont, CA
4 San Leandro, CA
South San
Francisco, CA
San Francisco,
CA
San Jose, CA
Hayward, CA
South San
1
Francisco, CA
2 San Leandro, CA
3 San Leandro, CA
1 San Leandro, CA
1
2
—
1
— 18,092
—
—
6,674
5,107
1,352
—
1,932
—
3,246
—
2,467
—
—
5,400
— 17,483
2,036
—
5,964
—
4,163
—
—
3,042
— 25,621
—
2,710
— 34,738
— 10,244
5,126
—
3,736
—
—
9,578
— 13,821
2,224
—
Union City, CA
—
8,468
Union City, CA
— 13,642
3
4
1
1
—
1
1
1
1
Seattle, WA
Kent, WA
Kent, WA
Puyallup, WA
Renton, WA
Seattle, WA
Seattle, WA
—
Tukwila, WA
—
—
—
—
—
—
—
—
7,215
1,267
4,552
2,203
2,999
4,236
3,984
4,950
1,420
18,092
8,150
26,242
347
2019
1970 & 2003
1,616
6,674
4,271
10,945
1,626
2010
2,806
5,107
6,099
11,206
1,225
2013
548
559
1,049
201
1,408
2,874
162
167
1,071
355
2,678
1,352
1,932
3,246
2,467
5,400
17,483
2,036
5,964
4,163
3,042
25,621
1,746
2,804
3,798
4,728
8,500
17,367
1,637
1,326
4,223
3,436
11,996
3,098
4,736
7,044
7,195
13,900
34,850
3,673
7,290
8,386
6,478
37,617
659
2,710
3,199
5,909
739
34,738
— 10,244
5,126
152
418
3,745
2,087
—
3,736
9,578
13,821
2,224
13,880
1,609
4,090
562
10,042
11,103
298
48,618
11,853
9,216
4,298
19,620
24,924
2,522
600
804
1,329
870
1,626
4,303
483
283
458
203
825
419
561
44
284
2
1,363
942
24
2010
2012
2010
2015
2014
2012
2012
2011
2017
2018
2018
2016
2019
2020
2018
2020
2016
2018
2018
1,081
8,468
15,246
23,714
2,930
2014
4,937
13,642
28,595
42,237
6,100
2015
1986
2013
1968
1975
1986
1997
1966
1980/1981
1981
1967
1997
1997
1958
1979
1963
1987
1982
1967
1959
1974
1976
1989
2015
0
767
256
—
1,417
7,215
1,267
4,552
2,203
2,999
8,670
2,270
392
4,551
8,124
15,885
3,537
4,944
6,754
11,123
142
531
12
128
1,148
2020
2014
2020
2019
2014
2,012
4,236
6,061
10,297
1,006
2015
817
3,984
3,241
7,225
507
2016
—
4,950
1,740
6,690
2
2020
1960
2000
1963/2000
2006
1984/2012
1957
1964
1996
6,730
2,655
3,293
1,198
2,245
2,749
4,527
7,092
14,493
1,475
1,159
3,152
3,081
9,318
2,540
13,141
1,609
3,938
144
6,297
9,016
298
14,165
23,658
8,670
1,503
136
4,551
6,707
4,049
2,424
1,740
3
Property Name
17600 West
Valley Highway
Auburn 400
Auburn 1307
Dawson
Denver
East Valley
East Marginal
Hanford
Hudson
Kent 188
Kent 190
Kent 192
Kent 202
Kent 216
Kent Corporate
Park
Lucile
Lund
Olympic
SeaTac 8th
Avenue
SE 32nd Street
SW 34th
Valley
Corporate
Miami
26th Street
48th Avenue
70th Avenue
70th Avenue II
70th Avenue III
70th Avenue IV
70th Avenue V
74th Avenue
78th Avenue
81st Street
94th Avenue
107th Avenue
101st Road
131st Street
No. of
Bldgs.
Location
Encumbrances
Land
Buildings &
Improvements
Initial Cost
to Company
Costs
Capitalized
Subsequent
to
Acquisition
Gross Amount Carried
at December 31, 2020
Land
Buildings &
Improvements
Total
Accumulated
Depreciation
Year
Acquired
Year
Constructed
1
1
1
1
1
1
—
1
1
1
1
1
1
1
4
1
1
1
1
1
1
2
1
2
1
1
1
1
1
1
1
2
1
1
1
1
Tukwila, WA
Auburn, WA
Auburn, WA
Seattle, WA
Seattle, WA
Renton, WA
Renton, WA
Seattle, WA
Seattle, WA
Kent, WA
Kent, WA
Kent, WA
Kent, WA
Kent, WA
Kent, WA
Seattle, WA
Auburn, WA
Tukwila, WA
Burien, WA
Bellevue, WA
Renton, WA
Kent, WA
Miami, FL
Miami Gardens,
FL
Miami, FL
Miami, FL
Miami, FL
Miami, FL
Miami, FL
Miami, FL
Doral, FL
Medley, FL
Doral, FL
Medley, FL
Medley, FL
Medley, FL
3,361
—
4,415
—
4,253
—
3,902
—
3,203
—
2,693
—
2,618
—
3,821
—
4,471
—
3,251
—
—
4,560
— 12,752
5,761
—
3,672
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,032
4,498
2,573
1,499
2,501
9,059
2,912
5,264
3,444
4,322
1,434
2,152
2,543
1,119
5,036
2,327
2,445
2,938
3,000
2,787
2,647
2,903
5,260
5,234
5,034
278
1,345
2,959
380
2,250
912
4,719
5,561
20,642
9,114
5,408
6,916
3,504
4,399
1,431
4,020
2,081
3,289
9,096
4,558
2,187
2,333
3,418
3,167
1,456
3,419
3,538
1,755
5,242
3,580
2,036
3,258
5,729
3,361
1,425
4,415
202
4,253
337
3,902
331
3,203
489
2,693
53
2,618
114
3,821
542
4,471
—
3,251
1,248
395
4,560
— 12,752
5,761
3,672
2,810
967
2,125
1,342
173
536
1,915
—
498
5,032
4,498
2,573
1,499
2,501
9,059
2,912
6,685
5,436
5,371
609
1,834
3,012
494
2,792
912
5,967
5,956
20,642
11,924
6,375
9,041
4,846
4,572
1,967
5,935
2,081
3,787
10,046
9,851
9,624
4,511
5,037
5,705
3,112
6,613
5,383
9,218
10,516
33,394
17,685
10,047
14,073
9,344
7,145
3,466
8,436
11,140
6,699
1,791
208
1,000
103
383
205
22
300
16
1,937
1,067
247
2,241
1,317
1,695
816
596
554
1,355
7
775
2012
2019
2014
2017
2016
2018
2019
2017
2020
2010
2015
2020
2015
2014
2015
2017
2016
2015
2013
2020
2014
1,916
5,264
11,012
16,276
3,064
2011
1,178
3,444
5,736
9,180
1,178
2012
2,773
2,531
3,971
3,857
1,785
4,945
4,184
4,595
6,557
3,932
2,542
3,726
6,328
7,095
3,965
6,123
6,400
2,904
9,981
6,511
7,040
9,495
6,932
5,329
6,373
9,231
634
674
557
454
186
320
531
1,305
1,301
365
715
959
1,257
2011
2011
2016
2016
2017
2017
2016
2012
2015
2017
2013
2013
2014
586
198
553
690
329
1,526
646
2,840
1,315
352
506
468
599
4,322
1,434
2,152
2,543
1,119
5,036
2,327
2,445
2,938
3,000
2,787
2,647
2,903
4
1986
2000
2002
1964
1953
1991
1991
1952
2006
1979
1992/1999
2017
1981
1996
1980/1981
1976
1999
1978
1988
1982
1996/2010
1987
1973
1987
1999
1969
1974
1969
1974
1986
1977
1996/2003
1989
2001
2012
1999
Property Name
12950 SW South
River
Americas Gateway
Miami International
Trade Center
Washington, D.C.
75th Ave
2920 V Street
3601 Pennsy
4230 Forbes
Business Parkway
Hampton Overlook
New Ridge
V Street
Subtotal
Unamortized
net deferred
financing costs
Intangible
assets
Total
No. of
Bldgs.
Location
Encumbrances
Land
Buildings &
Improvements
Initial Cost
to Company
Costs
Capitalized
Subsequent
to
Acquisition
Gross Amount Carried
at December 31, 2020
Land
Buildings &
Improvements
Total
Accumulated
Depreciation
Year
Acquired
Year
Constructed
1
6
4
Medley, FL
Doral, FL
Medley, FL
5
1
1
1
1
Landover, MD
Washington,
D.C.
Landover, MD
Lanham, MD
Lanham, MD
Capitol
3
Heights, MD
— Hanover, MD
Washington,
D.C.
6
—
—
—
—
—
—
—
—
—
—
—
2,248
2,331
1,736
3,038
4,602
5,689
67,132
222
11,271
1,138,235
(7)
1,971
11,152
5,063
4,029
11,721
10,958
739
3,734
1,694
1,971
11,152
5,063
4,768
15,455
6,739
26,607
581
4,131
2016
2013
2000
1978/1982
12,652
17,715
2,059
2015
1996
10,658
18,615
4,757
10,658
23,372
34,030
1,670
4,375
2,395
3,007
7,521
1,567
1,499
1,219
1,130
1
993
443
2,248
2,331
1,736
3,038
4,602
5,689
3,169
5,594
3,525
3,008
8,514
2,010
5,417
7,925
5,261
6,046
13,116
7,699
4,264
336
1,192
643
347
1,081
247
2014
1987/1990
2017
2013
2013
2016
2016
2016
1958
1996
2003
2002
1989/1990
41,299
735,826
13,756
67,132
55,055
122,187
206,859
1,138,233
942,688
2,080,921
10,370
169,708
2015
1955/1963
222
$
11,264
$ 1,138,235 $
735,826
$
206,859
$ 1,138,233 $
942,688
$ 2,169,780 $
238,073
88,859
68,365
5
Terreno Realty Corporation
Schedule III
Real Estate Investments and Accumulated Depreciation – (Continued)
As of December 31, 2020
(in thousands)
A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2020 and 2019 is as follows:
Investment in Properties
Balance at beginning of year
Acquisition of properties
Disposition of properties
Construction in progress
Improvements, net of write-offs
Balance at end of year
Accumulated Depreciation
Balance at beginning of year
Amortization of lease intangible assets
Depreciation expense
Disposition of properties and write-offs
Balance at end of year
6
2020
2019
2,154,194 $
100,391
(53,978)
7,029
23,592
2,231,228 $
1,845,776
289,591
(41,560)
28,154
32,233
2,154,194
2020
2019
208,279 $
6,702
37,020
(13,928)
238,073 $
169,772
10,123
33,630
(5,246)
208,279
$
$
$
$
Exhibit
Number
3.1
3.2
3.3
3.4
3.5
4.1
4.2
10.1+
10.2+
10.3+
10.4+
10.5+
10.6+
Exhibit Index
Exhibit Description
Articles of Amendment and Restatement of Registrant, as amended (previously filed as Exhibit 3.1 to Amendment No. 2 to
the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by reference).
Articles Supplementary for Registrant’s 7.75% Series A Cumulative Redeemable Preferred Stock (previously filed as
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on July 19, 2012 and incorporated herein by reference).
Articles Supplementary (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on February 9, 2017
and incorporated herein by reference).
Amended and Restated Bylaws of Registrant (previously filed as Exhibit 3.2 to Amendment No. 2 to the Registrant’s
Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by reference).
First Amendment to Amended and Restated Bylaws of Registrant (previously filed as Exhibit 3.2 to the Registrant’s Current
Report on Form 8-K on February 9, 2017 and incorporated herein by reference).
Specimen Common Stock Certificate of Registrant (previously filed as Exhibit 4.1 to Amendment No. 3 to the Registrant’s
Registration Statement on Form S-11 on January 15, 2010 and incorporated herein by reference).
Description of Securities of Registrant (previously filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K on
February 6, 2020 and incorporated herein by reference).
Amended and Restated Severance Agreement between Registrant and W. Blake Baird, dated as of February 18, 2014
(previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on February 19, 2014 and incorporated
herein by reference).
Amended and Restated Severance Agreement between Registrant and Michael A. Coke dated as of February 18, 2014
(previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on February 19, 2014 and incorporated
herein by reference).
Severance Agreement between Registrant and Jaime J. Cannon dated as of February 18, 2014 (previously filed as Exhibit
10.3 to the Registrant’s Current Report on Form 8-K on February 19, 2014 and incorporated herein by reference).
Amended and Restated 2010 Equity Incentive Plan of Registrant (previously filed as Appendix A to the Registrant’s
Definitive Proxy Statement on Schedule 14A on March 19, 2014 and incorporated herein by reference).
Form of Restricted Stock Award Agreement for Executive Officers and Employees (previously filed as Exhibit 10.4 to
Amendment No. 2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by
reference).
Form of Restricted Stock Award Agreement for Non-Employee Directors (previously filed as Exhibit 10.5 to Amendment
No. 2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by reference).
7
10.7+
10.8+
10.9+
10.10+
10.11+
10.12+
10.13+
10.14
10.15
10.16
10.17
10.18
2019 Equity Incentive Plan of Registrant (previously filed as Exhibit 4.7 to the Registrant’s Registration Statement on Form
S-8 on April 30, 2019 and incorporated herein by reference).
Form of Restricted Stock Award Agreement for Executive Officers and Employees (previously filed as Exhibit 4.8 to the
Registrant’s Registration Statement on Form S-8 on April 30, 2019 and incorporated herein by reference).
Form of Indemnification Agreement between Registrant and its Directors and Executive Officers (previously filed as Exhibit
10.6 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated
herein by reference).
Amended and Restated Long-Term Incentive Plan of Registrant effective as of January 1, 2019 (previously filed as Exhibit
10.1 to the Registrant’s Current Report on Form 8-K on January 14, 2019 and incorporated by reference herein).
Form of Award Notice under the Amended and Restated Long-Term Incentive Plan of Registrant (previously filed as
Exhibit 10.9 to the Registrant's Annual Report on Form 10-K on February 6, 2019 and incorporated by reference herein).
Amended and Restated Long-Term Incentive Plan of Registrant, effective as of January 1, 2014 (previously filed as Exhibit
10.4 to the Registrant’s Current Report on Form 8-K on February 19, 2014 and incorporated by reference herein).
Form of Award Notice under the Long-Term Incentive Plan of Registrant (previously filed as Exhibit 10.8 to Amendment
No. 2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated by reference herein).
Fifth Amended and Restated Senior Credit Agreement, dated as of October 19, 2018, among Terreno Realty LLC, KeyBank
National Association, both individually as a “Lender” and as “Administrative Agent”, KeyBanc Capital Markets, as joint
lead arranger, MUFG Union Bank, N.A., as co-syndication agent and joint lead arranger, PNC Bank, National Association,
as co-syndication agent, PNC Capital Markets LLC, as joint lead arranger, Regions Bank, as co-syndication agent, Regions
Capital Markets, as joint lead arranger and the several banks, financial institutions and other entities which may from time to
time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-
K on October 25, 2018 and incorporated herein by reference).
Note Purchase Agreement, dated as of June 7, 2017, among the Registrant, Terreno Realty LLC and the institutions named
in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on
June 12, 2017 and incorporated herein by reference).
Note Purchase Agreement, dated as of June 2, 2016, among the Registrant, Terreno Realty LLC and the institutions named
in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on
June 7, 2016 and incorporated herein by reference).
Note Purchase Agreement, dated as of September 1, 2015, among the Registrant, Terreno Realty LLC and the institutions
named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
on September 8, 2015 and incorporated herein by reference).
Note Purchase Agreement, dated as of September 12, 2019, among the Registrant, Terreno Realty LLC and the institutions
named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
on September 18, 2019 and incorporated herein by reference).
8
10.19+
10.20+
10.21+
21*
23*
24.1*
31.1*
31.2*
31.3*
32.1**
32.2**
32.3**
Severance Agreement between the Registrant and Andrew T. Burke, dated as of February 18, 2014 (previously filed as
Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K on February 8, 2017 and incorporated herein by
reference).
Severance Agreement between the Registrant and John T. Meyer, dated as of February 18, 2014 (previously filed as
Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K on February 8, 2017 and incorporated herein by
reference).
Deferred Compensation Plan of Registrant (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-
K on November 8, 2019 and incorporated herein by reference).
Subsidiaries of Registrant.
Consent of Independent Registered Public Accounting Firm.
Power of Attorney (included on the signature page to this Annual Report on Form 10-K).
Certification of Chief Executive Officer, pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer, pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Certification of President, pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Certification of President, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Definition Linkbase Document
104*
Cover Page Interactive Data File (formatted as inline XBRL and with applicable taxonomy extension information
contained in Exhibits 101.*)
*
Filed herewith.
9
**
Furnished herewith.
+
Exhibit is a management contract or compensatory plan or arrangement.
10
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 10, 2021.
SIGNATURES
Terreno Realty Corporation
By:
/s/ W. Blake Baird
W. Blake Baird
Chairman and Chief Executive Officer
Power of Attorney
We, the undersigned directors of Terreno Realty Corporation hereby severally constitute and appoint W. Blake Baird and Michael A. Coke, and each of them
singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all amendments
to this report, and generally to do all things in our names and on our behalf in such capacities to enable Terreno Realty Corporation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Signature
Title
/s/ W. Blake Baird
W. Blake Baird
/s/ Michael A. Coke
Michael A. Coke
/s/ Jaime J. Cannon
Jaime J. Cannon
/s/ Linda Assante
Linda Assante
/s/ LeRoy E. Carlson
LeRoy E. Carlson
/s/ David M. Lee
David M. Lee
/s/ Gabriela F. Parcella
Gabriela F. Parcella
/s/ Douglas M. Pasquale
Douglas M. Pasquale
/s/ Dennis Polk
Dennis Polk
Chairman, Chief Executive Officer
and Director
(principal executive officer)
President and Director
Executive Vice President and Chief
Financial Officer
(principal financial and accounting
officer)
Director
Director
Director
Director
Director
Director
Date
February 10, 2021
February 10, 2021
February 10, 2021
February 10, 2021
February 10, 2021
February 10, 2021
February 10, 2021
February 10, 2021
February 10, 2021
List of Subsidiaries of Terreno Realty Corporation:
Exhibit 21
Name of Subsidiary
Terreno Realty LLC
Terreno 238 Lawrence LLC
Terreno Middlebrook LLC
Terreno Interstate LLC
Terreno 299 Lawrence LLC
Terreno Kent 188 LLC
Terreno Ahern LLC
Terreno Dorsey Run LLC
Terreno Belleville LLC
Terreno 630 Glasgow LLC
Terreno Dell LLC
Terreno 70th Avenue LLC
Terreno 19601 Hamilton LLC
Terreno 620 Division LLC
Terreno 48th Avenue LLC
Terreno Clawiter LLC
Terreno Valley Corporate LLC
Terreno Garfield LLC
Terreno Caribbean LLC
Terreno 78th Avenue LLC
Terreno Manhattan Beach LLC
Terreno Carlton Court LLC
Terreno 17600 WVH LLC
Terreno 631 Brennan LLC
Terreno South Main LLC
Terreno 1 Dodge Drive LLC
Terreno 101st Road LLC
Terreno 107th Ave LLC
Terreno 14611 Broadway LLC
Terreno 17 Madison LLC
Terreno 240 Littlefield LLC
Terreno 341 Michele LLC
Terreno 3601 Pennsy LLC
Terreno 4230 Forbes LLC
Terreno 465 Meadow LLC
Terreno 550 Delancy LLC
Terreno 60 Ethel LLC
Terreno Airgate LLC
Terreno America’s Gateway LLC
Terreno Melanie I LLC and Terreno Melanie II LLC
Terreno SeaTac 8th Avenue LLC
Terreno 20 Pulaski LLC
Terreno 3401 Lind LLC
Terreno 747 Glasgow LLC
Terreno 75th Ave LLC
Jurisdiction of Organization or Incorporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Terreno 79th Ave South LLC
Terreno 900 Hart LLC
Terreno Auburn 1307 LLC
Terreno Burroughs LLC
Terreno Kent 216th LLC
Terreno Las Hermanas LLC
Terreno NW 131st Street LLC
Terreno Park Union City LLC
Terreno SW 34th LLC
Terreno Terminal Way LLC
Terreno 180 Manor LLC
Terreno 22 Madison LLC
Terreno 4225 2nd Avenue South LLC
Terreno Ahern II LLC
Terreno Kent 190th LLC
Terreno Kent Corporate Park LLC
Terreno MITC LLC
Terreno NW 81st LLC
Terreno Olympic LLC
Terreno V Street LLC
Terreno 12950 River LLC
Terreno 221 Michele LLC
Terreno 445 Wilson LLC
Terreno 4930 3rd Avenue South LLC
Terreno 709 Hindry LLC
Terreno 7120 NW 74th Ave LLC
Terreno 74th North Bergen LLC
Terreno Business Parkway LLC
Terreno Denver Ave LLC
Terreno Hampton Overlook, LLC
Terreno Lund LLC
Terreno New Ridge LLC
Terreno NW 70th Ave III LLC
Terreno NW 70th Avenue II LLC
Terreno Paterson Plank LLC
Terreno Schoolhouse LLC
Terreno West 140th LLC
Terreno 50 Kero LLC
Terreno 139th LLC
Terreno 422 Frelinghuysen LLC
Terreno 1215 Walnut LLC
Terreno 2920 V Street LLC
Terreno 7777 West Side LLC
Terreno Acacia LLC
Terreno Avenue A LLC
Terreno Dawson LLC
Terreno Dominguez LLC
Terreno Hanford LLC
Terreno Hawthorne LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Terreno Lucile LLC
Terreno Lynwood LLC
Terreno New Dutch LLC
Terreno NW 70th IV LLC
Terreno Stockton LLC
Terreno Telegraph Springs LLC
Terreno 1st Avenue South, LLC
Terreno 1100 Walnut LLC
Terremo 130 Commerce LLC
Terreno 6th Ave LLC
Terreno 85 Doremus LLC
Terreno East Valley LLC
Terreno Kent 192 LLC
Terreno Merced LLC
Terreno Newark Loan LLC
Terreno San Clemente LLC
Terreno Shoemaker LLC
Terreno Wicks LLC
Terreno Woodside LLC
Terreno North Hackensack LLC
Terreno Auburn 400 LLC
Terreno Puyallup 917 LLC
Terreno 20th Street LLC
Terreno Tennessee Street LLC
Terreno Minnesota Street LLC
Terreno 14605 Miller Ave LLC
Terreno 48th 3rd Street LLC
Terreno Morgan Ave LLC
Terreno Whelan LLC
Terreno Anderson LLC
Terreno Slauson LLC
Terreno 51 Kero LLC
Terreno East Marginal LLC
Terreno Old Bayshore LLC
Terreno Gladwick LLC
Terreno Kent 84th LLC
Terreno Hudson LLC
Terreno 9070 Junction LLC
Terreno Aviation LLC
Terreno Porter LLC
Terreno 60th Avenue LLC
Terreno Maple LLC
Terreno North Tukwila LLC
Terreno McLaren LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Consent of Independent Registered Public Accounting Firm
Exhibit 23
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-8 No. 333-164895) pertaining to Terreno Realty Corporation’s 2010 Equity Incentive Plan, as amended,
(2) Registration Statement (Form S-8 No. 333-202059) pertaining to Terreno Realty Corporation’s Amended and Restated 2010 Equity Incentive Plan, as
amended, and
(3) Registration Statement (Form S-8 No. 333-231123) pertaining to Terreno Realty Corporation’s 2019 Equity Incentive Plan;
of our reports dated February 10, 2021, with respect to the consolidated financial statements and schedule of Terreno Realty Corporation and the effectiveness of
internal control over financial reporting of Terreno Realty Corporation included in this Annual Report (Form 10-K) of Terreno Realty Corporation for the year
ended December 31, 2020.
/s/ Ernst & Young LLP
San Francisco, California
February 10, 2021
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, W. Blake Baird, certify that:
I have reviewed this Annual Report on Form 10-K of Terreno Realty Corporation;
1.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Dated: February 10, 2021
/s/ W. Blake Baird
Chairman and Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jaime J. Cannon, certify that:
I have reviewed this Annual Report on Form 10-K of Terreno Realty Corporation;
1.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Dated: February 10, 2021
/s/ Jaime J. Cannon
Chief Financial Officer
(Principal Financial Officer)
Exhibit 31.3
I, Michael A. Coke, certify that:
Certification of President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I have reviewed this Annual Report on Form 10-K of Terreno Realty Corporation;
1.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Dated: February 10, 2021
/s/ Michael A. Coke
President
Certification of Chief Executive Officer
Exhibit 32.1
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Terreno Realty Corporation (the
“Company”), hereby certifies, to his knowledge, that:
(i)
the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2020 (the “Report”) fully complies with the
requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: February 10, 2021
/s/ W. Blake Baird
Chairman and Chief Executive Officer
(Principal Executive Officer)
Certification of Chief Financial Officer
Exhibit 32.2
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Terreno Realty Corporation (the
“Company”), hereby certifies, to his knowledge, that:
(i)
the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2020 (the “Report”) fully complies with the
requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: February 10, 2021
/s/ Jaime J. Cannon
Chief Financial Officer
(Principal Financial Officer)
Certification of President
Exhibit 32.3
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Terreno Realty Corporation (the
“Company”), hereby certifies, to his knowledge, that:
(i)
the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2020 (the “Report”) fully complies with the
requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: February 10, 2021
/s/ Michael A. Coke
President