e8vkza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2010
Terreno Realty Corporation
(Exact name of registrant as specified in its charter)
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001-34603
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27-1262675 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
16 Maiden Lane, Fifth Floor
San Francisco, CA 94108
(Address of principal executive offices) (Zip Code)
(415) 655-4580
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
This Form 8-K/A amends and supplements the
registrant’s Form 8-K, filed on October 1, 2010
reporting the acquisition of 130 Interstate (the “Initial Report”), to include the historical
financial statements and pro forma financial information required by Item 9.01(a) and (b) of Form
8-K. This Form 8-K/A should be read in conjunction with the Initial Report. This 8-K/A also
includes the historical financial statements of Middlebrook that was
acquired on September 24,
2010 and for which we are also filing a Form 8-K/A.
Item 9.01. Financial Statements and Exhibits
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(a) Financial Statements Under Rule 3-14 of Regulation S-X |
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(i) Statements of Revenues and Certain Expenses for 130 Interstate |
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(ii) Statements of Revenues and Certain Expenses for Middlebrook |
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9 |
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(b) Unaudited Pro Forma Condensed Consolidated Information |
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11 |
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13 |
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14 |
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15 |
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| EX-23.1 |
(d) Exhibits
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| Exhibit |
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| Number |
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Title |
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23.1*
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Consent of Independent Registered Public Accounting Firm |
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
Terreno Realty Corporation
San Francisco, California
We have audited the accompanying statement of revenues and certain expenses (the “Historical
Summary”) of 130 Interstate, located in South Brunswick, New Jersey (the “Property”) for the year
ended December 31, 2009. This Historical Summary is the responsibility of the Property’s
management. Our responsibility is to express an opinion on the Historical Summary based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards as established by
the Auditing Standards Board (United States) and in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States).Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical Summary is free of
material misstatement. The Property is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting as it relates the Historical Summary. Our
audit included consideration of internal control over financial reporting as it relates to the
Historical Summary as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Property’s internal control over financial reporting as it relates to the Historical Summary.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Historical Summary, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a reasonable basis for
our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission (for inclusion in this Form 8-K/A of Terreno
Realty Corporation ) as described in Note 2 to the Historical Summary and is not intended to be a
complete presentation of the Property’s revenues and expenses.
In our opinion, such Historical Summary presents fairly, in all material respects, the revenues and
certain expenses described in Note 2 to the Historical Summary of the Property for the year ended
December 31, 2009 in conformity with accounting principles generally accepted in the United States
of America.
/s/ Deloitte & Touche LLP
San Francisco, California
December 6, 2010
3
130 Interstate
Statements of Revenues and Certain Expenses
For the Period from January 1, 2010 to September 28, 2010 (unaudited)
and the Year Ended December 31, 2009
(in thousands)
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For the Period from |
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January 1, 2010 to |
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September 28, 2010 |
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For the Year Ended |
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(unaudited) |
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December 31, 2009 |
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Revenues: |
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Rental |
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$ |
1,364 |
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$ |
1,819 |
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Tenant reimbursements |
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380 |
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518 |
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Total revenues |
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1,744 |
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2,337 |
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Certain expenses: |
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Property operating expenses |
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98 |
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102 |
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Real estate taxes |
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306 |
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408 |
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Total expenses |
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404 |
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510 |
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Revenues in excess of certain expenses |
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$ |
1,340 |
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$ |
1,827 |
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See accompanying notes to statements of revenues and certain expenses.
4
130 Interstate
Notes to Statements of Revenues and Certain Expenses
For the Period from January 1, 2010 to September 28, 2010 (unaudited)
and the Year Ended December 31, 2009
1. Background and Basis of Presentation
The accompanying statements of revenues and certain expenses present the results of operations of
130 Interstate (the “Property”), for the period from January 1, 2010 to September 28, 2010 and the
year ended December 31, 2009. The Property was acquired by a wholly-owned subsidiary of Terreno
Realty Corporation from a third-party seller, 130 Interstate Blvd., LLC, on September 29, 2010 for
approximately $22.5 million. The Property is located in South Brunswick, New Jersey and consists
of one multi-tenant industrial building containing approximately 413,000 square feet (unaudited),
which was 100% leased (unaudited) at the time of acquisition.
The accompanying statements of revenues and certain expenses (“Historical Summaries”) have been
prepared on the accrual basis of accounting. The Historical Summaries have been prepared for the
purpose of complying with the provisions of Article 3-14 of Regulation S-X promulgated by the
Securities and Exchange Commission and for inclusion in this Current Report on Form 8-K/A of
Terreno Realty Corporation and are not intended to be a complete presentation of the revenues and
expenses of the Property for the period from January 1, 2010 to September 28, 2010 and for the year
ended December 31, 2009 as certain expenses, primarily depreciation and amortization expense,
interest expense and other costs not comparable to the proposed future operations of the Property
have been excluded. Management is not aware of any material factors at the Property other than
those disclosed above, that would cause the reported financial information not to be necessarily
indicative of future operating results.
2. Summary of Significant Accounting Policies
Revenue Recognition
Rental revenues from operating leases are recorded on a straight-line basis over the term of the
leases. Tenant reimbursements represent recoveries from tenants for utilities and certain property
maintenance expenses. Tenant reimbursements are recognized as revenues in the period the
applicable costs are accrued.
Property Operating Expenses
Property operating expenses represent the direct expenses of operating the Property and include
maintenance, utilities, property management fees, repairs, and insurance costs that are expected to
continue in the ongoing operations of the Property. Expenditures for maintenance and repairs are
charged to operations as incurred.
5
Use of Estimates
The preparation of the Historical Summaries in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions of
the reported amounts of revenues and certain expenses during the reporting period. Actual results
could differ from those estimates used in the preparation of the Historical Summaries.
Interim Statements
The statement for the period from January 1, 2010 to September 28, 2010 is unaudited, however, in
the opinion of management of Terreno Realty Corporation, all significant adjustments necessary for
a fair presentation of the statement for the interim period have been included. The results of
operations for the interim period are not necessarily indicative of the results to be expected for
the full year of the operation of the Property.
Tenant Concentration
For the year ended December 31, 2009, one tenant accounted for 100% of rental revenues.
Future Minimum Rental Income
Future minimum rents to be received under non-cancelable lease agreements as of December 31, 2009
were as follows (in thousands):
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2010 |
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$ |
1,870 |
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2011 |
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1,885 |
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2012 |
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1,901 |
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Total |
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$ |
5,656 |
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6
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
Terreno Realty Corporation
San Francisco, California
We have audited the accompanying statement of revenues and certain expenses (the “Historical
Summary”) of Middlebrook, located in Bound Brook, New Jersey (the “Property”) for the year ended
December 31, 2009. This Historical Summary is the responsibility of the Property’s management. Our
responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing standards as established by
the Auditing Standards Board (United States) and in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States).Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical Summary is free of
material misstatement. The Property is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting as it relates the Historical Summary. Our
audit included consideration of internal control over financial reporting as it relates to the
Historical Summary as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Property’s internal control over financial reporting as it relates to the Historical Summary.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Historical Summary, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a reasonable basis for
our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission (for inclusion in this Form 8-K/A of Terreno
Realty Corporation ) as described in Note 2 to the Historical Summary and is not intended to be a
complete presentation of the Property’s revenues and expenses.
In our opinion, such Historical Summary presents fairly, in all material respects, the revenues and
certain expenses described in Note 2 to the Historical Summary of the Property for the year ended
December 31, 2009 in conformity with accounting principles generally accepted in the United States
of America.
/s/ Deloitte & Touche LLP
San Francisco, California
December 6, 2010
7
Middlebrook
Statements of Revenues and Certain Expenses
For the Period from January 1, 2010 to September 23, 2010 (unaudited)
and the Year Ended December 31, 2009
(in thousands)
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For the Period from |
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January 1, 2010 to |
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September 23, 2010 |
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For the Year Ended |
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(unaudited) |
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December 31, 2009 |
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Revenues: |
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Rental |
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$ |
1,888 |
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$ |
2,591 |
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Tenant reimbursements |
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891 |
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1,181 |
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Total revenues |
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2,779 |
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3,772 |
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Certain expenses: |
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Property operating expenses |
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980 |
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1,217 |
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Real estate taxes |
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364 |
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499 |
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Interest expense |
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475 |
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673 |
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Total expenses |
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1,819 |
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2,389 |
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Revenues in excess of certain expenses |
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$ |
960 |
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$ |
1,383 |
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See accompanying notes to statements of revenues and certain expenses.
8
Middlebrook
Notes to Statements of Revenues and Certain Expenses
For the Period from January 1, 2010 to September 23, 2010 (unaudited)
and the Year Ended December 31, 2009
1. Background and Basis of Presentation
The accompanying statements of revenues and certain expenses present the results of operations of
Middlebrook (the “Property”), for the period from January 1, 2010 to September 23, 2010 and the
year ended December 31, 2009. The Property was acquired by a wholly-owned subsidiary of Terreno
Realty Corporation from a third-party seller, Advance at Middlebrook Crossroads, LLC, on September
24, 2010 for approximately $27.0 million. In connection with the acquisition of the Property, the
subsidiary assumed a mortgage loan with a total principal amount of approximately $15.5 million
with a fixed annual interest rate of 4.9%. The Property is located in Bound Brook, New Jersey and
consists of 18 multi-tenant industrial buildings containing approximately 581,000 square feet
(unaudited), which were approximately 76% leased (unaudited) to 20 tenants at the time of
acquisition.
The accompanying statements of revenues and certain expenses (“Historical Summaries”) have been
prepared on the accrual basis of accounting. The Historical Summaries have been prepared for the
purpose of complying with the provisions of Article 3-14 of Regulation S-X promulgated by the
Securities and Exchange Commission and for inclusion in this Current Report on Form 8-K/A of
Terreno Realty Corporation and are not intended to be a complete presentation of the revenues and
expenses of the Property for the period from January 1, 2010 to September 23, 2010 and for the year
ended December 31, 2009 as certain expenses, primarily depreciation and amortization expense and
other costs not comparable to the proposed future operations of the Property have been excluded.
Management is not aware of any material factors at the Property other than those disclosed above,
that would cause the reported financial information not to be necessarily indicative of future
operating results.
2. Summary of Significant Accounting Policies
Revenue Recognition
Rental revenues from operating leases are recorded on a straight-line basis over the term of the
leases. Tenant reimbursements represent recoveries from tenants for utilities and certain property
maintenance expenses. Tenant reimbursements are recognized as revenues in the period the
applicable costs are accrued.
9
Property Operating Expenses
Property operating expenses represent the direct expenses of operating the Property and include
maintenance, utilities, property management fees, repairs, and insurance costs that are expected to
continue in the ongoing operations of the Property. Expenditures for maintenance and repairs are
charged to operations as incurred.
Use of Estimates
The preparation of the Historical Summaries in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions of
the reported amounts of revenues and certain expenses during the reporting period. Actual results
could differ from those estimates used in the preparation of the Historical Summaries.
Interim Statements
The statement for the period from January 1, 2010 to September 23, 2010 is unaudited, however, in
the opinion of management of Terreno Realty Corporation, all significant adjustments necessary for
a fair presentation of the statement for the interim period have been included. The results of
operations for the interim period are not necessarily indicative of the results to be expected for
the full year of the operation of the Property.
Tenant Concentration
For the year ended December 31, 2009, two tenants accounted for approximately 27% of rental
revenues.
Future Minimum Rental Income
Future minimum rents to be received under non-cancelable lease agreements as of December 31, 2009
were as follows (in thousands):
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2010 |
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$ |
2,527 |
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2011 |
|
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2,231 |
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2012 |
|
|
1,556 |
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2013 |
|
|
1,634 |
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2014 |
|
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964 |
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Therafter |
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3,873 |
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Total |
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$ |
12,785 |
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10
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF TERRENO REALTY
CORPORATION
Terreno Realty Corporation (the “Company”) commenced operations with the completion of its initial
public offering (“IPO”) of 8,750,000 shares of common stock and a concurrent private placement of
an aggregate of 350,000 shares of common stock to its executive officers at a price per share of
$20.00 on February 16, 2010. The net proceeds of the initial public offering and concurrent private
placement were approximately $169.8 million after deducting the full underwriting discount of
approximately $10.5 million and other estimated offering expenses of approximately $1.7 million.
The unaudited pro forma condensed consolidated statements of operations for the nine months ended
September 30, 2010 and for the year ended December 31, 2009 have been prepared to reflect the
incremental effect of the IPO and the acquisition of properties by the Company during the period
from February 16, 2010 (commencement of operations) to September 30, 2010 (the “2010 Acquisitions”)
as if such transactions had occurred on January 1, 2009. The following table summarizes the 2010
Acquisitions:
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Purchase Price |
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Assumed Debt |
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| Property Name |
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Location |
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Acquisition Date |
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(in thousands) |
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(in thousands) |
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Warm Springs I and II |
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Fremont, CA |
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March 26, 2010 |
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$ |
7,264 |
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$ |
— |
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Fortune/Qume |
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San Jose, CA |
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March 30, 2010 |
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5,550 |
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— |
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Lawrence |
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South San Francisco, CA |
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August 13, 2010 |
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9,620 |
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1,723 |
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Rialto |
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San Bernardino, CA |
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September 15, 2010 |
|
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12,152 |
|
|
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— |
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Maltese |
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Totowa, NJ |
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September 21, 2010 |
|
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16,500 |
|
|
|
— |
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Middlebrook |
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Bound Brook, NJ |
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September 24, 2010 |
|
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27,000 |
|
|
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15,459 |
|
130 Interstate |
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South Brunswick, NJ |
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September 29, 2010 |
|
|
22,450 |
|
|
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— |
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Total |
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|
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$ |
100,536 |
|
|
$ |
17,182 |
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|
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The unaudited pro forma financial information is not necessarily indicative of what the
Company’s results of operations or financial condition would have been assuming the completion of
the IPO or the acquisition of properties had occurred at the beginning of the periods presented,
nor is it indicative of the Company’s results of operations or financial condition for future
periods. In management’s opinion, all adjustments necessary to reflect the effects of these
transactions have been made. The unaudited pro forma financial information and accompanying notes
should be read in conjunction with the Company’s financial statements included on Form 10-K for the
year ended December 31, 2009 and Quarterly Report on Form 10-Q for the three months ended September
30, 2010.
11
Terreno Realty Corporation
Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2010
(in thousands — except share and per share data)
(Unaudited)
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| |
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Pro Forma |
|
| |
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Terreno Realty |
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Other 2010 |
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Pro Forma |
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Terreno Realty |
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Corporation (1) |
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Middlebrook |
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130 Interstate |
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Acquisitions |
|
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Adjustments |
|
|
Corporation |
|
|
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|
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenues |
|
$ |
987 |
|
|
$ |
2,820 |
(2) |
|
$ |
1,654 |
(2) |
|
$ |
2,258 |
(2) |
|
$ |
— |
|
|
$ |
7,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
987 |
|
|
|
2,820 |
|
|
|
1,654 |
|
|
|
2,258 |
|
|
|
— |
|
|
|
7,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
COSTS AND EXPENSES |
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
323 |
|
|
|
1,344 |
(2) |
|
|
404 |
(2) |
|
|
544 |
(2) |
|
|
— |
|
|
|
2,615 |
|
Depreciation and amortization |
|
|
427 |
|
|
|
375 |
(2) |
|
|
429 |
(2) |
|
|
454 |
(2) |
|
|
— |
|
|
|
1,685 |
|
General and administrative |
|
|
2,936 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
543 |
(3) |
|
|
3,479 |
|
Acquisition costs |
|
|
1,906 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,906 |
)(4) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
5,592 |
|
|
|
1,719 |
|
|
|
833 |
|
|
|
998 |
|
|
|
(1,363 |
) |
|
|
7,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income |
|
|
50 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
50 |
|
Interest expense, including amortization |
|
|
(237 |
) |
|
|
(475 |
)(2) |
|
|
— |
(2) |
|
|
(68 |
)(2) |
|
|
(63 |
)(5) |
|
|
(843 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income and expenses |
|
|
(187 |
) |
|
|
(475 |
) |
|
|
— |
|
|
|
(68 |
) |
|
|
(63 |
) |
|
|
(793 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income available to common stockholders |
|
$ |
(4,792 |
) |
|
$ |
626 |
|
|
$ |
821 |
|
|
$ |
1,192 |
|
|
$ |
1,300 |
|
|
$ |
(853 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss available to common stockholders per share |
|
$ |
(0.53 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.09 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Weighted Average Common Shares
Outstanding |
|
|
9,112,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,112,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited pro forma condensed consolidated statement of operations.
12
Terreno Realty Corporation
Notes to Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2010
(Unaudited)
|
|
|
| (1) |
|
Represents the unaudited historical consolidated operations of Terreno Realty
Corporation (the “Company”) for the period from February 16, 2010 (commencement of
operations) to September 30, 2010. See the historical condensed consolidated financial
statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2010. |
| |
| (2) |
|
The following table sets forth the incremental rental revenues, operating expenses,
depreciation and amortization and interest expense of the 2010 Acquisitions for the nine
months ended September 30, 2010 based on the historical operations of such properties for
the periods prior to acquisition by the Company as if the properties were acquired on
January 1, 2009 (dollars in thousands). |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and |
|
|
|
|
| |
|
Acquisition Date |
|
Rental Revenues |
|
|
Operating Expenses |
|
|
Amortization |
|
|
Interest Expense |
|
Middlebrook |
|
September 24, 2010 |
|
$ |
2,820 |
|
|
$ |
1,344 |
|
|
$ |
375 |
|
|
$ |
475 |
|
130 Interstate |
|
September 29, 2010 |
|
|
1,654 |
|
|
|
404 |
|
|
|
429 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
|
|
4,474 |
|
|
|
1,748 |
|
|
|
804 |
|
|
|
475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warm Springs I and II |
|
March 26, 2010 |
|
|
208 |
|
|
|
80 |
|
|
|
55 |
|
|
|
— |
|
Fortune/Qume |
|
March 30, 2010 |
|
|
181 |
|
|
|
40 |
|
|
|
49 |
|
|
|
— |
|
Lawrence |
|
August 13, 2010 |
|
|
588 |
|
|
|
179 |
|
|
|
103 |
|
|
|
68 |
|
Rialto |
|
September 15, 2010 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Maltese |
|
September 21, 2010 |
|
|
1,281 |
|
|
|
245 |
|
|
|
247 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
|
|
2,258 |
|
|
|
544 |
|
|
|
454 |
|
|
|
68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
6,732 |
|
|
$ |
2,292 |
|
|
$ |
1,258 |
|
|
$ |
543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Rialto was acquired from an unrelated third-party after a sale/leaseback transaction
was consummated and did not have historical revenues and expenses as the property was owned
and operated by the tenant prior to June 30, 2010. As such, no property operations have
been reflected in the accompanying unaudited pro forma statement of
operations related to this acquisition. |
| |
| (3) |
|
The Company commenced operations on February 16, 2010 and thus there were no
corresponding corporate general and administrative expenses prior to February 16, 2010.
Reflects the adjustments to include corporate general and administrative expenses for the
period on an annualized basis as if the commencement of operations occurred on January 1,
2009. |
| |
| (4) |
|
Reflects the adjustment to acquisitions costs as if the 2010 Acquisitions had occurred
on January 1, 2009. |
| |
| (5) |
|
On March 24, 2010, the Company consummated a $50.0 million senior revolving credit
facility which matures on March 22, 2013 and has an unused facility fee, payable quarterly,
which is between 35.0 and 50.0 basis points of the unused portion of the facility depending
on the amounts drawn. The credit facility has been reflected as if it was issued on
January 1, 2009 and has been carried through September 30, 2010. |
13
Terreno Realty Corporation
Pro Forma Condensed Consolidated Statement of Operations
For Year Ended December 31, 2009
(in thousands — except share and per share data)
(Unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
|
| |
|
Terreno Realty |
|
|
|
|
|
|
|
|
|
|
Other 2010 |
|
|
Pro Forma |
|
|
Terreno Realty |
|
| |
|
Corporation (1) |
|
|
Middlebrook |
|
|
130 Interstate |
|
|
Acquisitions |
|
|
Adjustments |
|
|
Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenues |
|
$ |
— |
|
|
$ |
3,828 |
(2) |
|
$ |
2,218 |
(2) |
|
$ |
3,895 |
(2) |
|
$ |
— |
|
|
$ |
9,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
— |
|
|
|
3,828 |
|
|
|
2,218 |
|
|
|
3,895 |
|
|
|
— |
|
|
|
9,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS AND EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
— |
|
|
|
1,716 |
(2) |
|
|
510 |
(2) |
|
|
1,140 |
(2) |
|
|
— |
|
|
|
3,366 |
|
Depreciation and amortization |
|
|
— |
|
|
|
513 |
(2) |
|
|
568 |
(2) |
|
|
917 |
(2) |
|
|
— |
|
|
|
1,998 |
|
General and administrative |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,340 |
(3) |
|
|
4,340 |
|
Acquisition costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,906 |
(4) |
|
|
1,906 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
— |
|
|
|
2,229 |
|
|
|
1,078 |
|
|
|
2,057 |
|
|
|
6,246 |
|
|
|
11,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Interest expense, including amortization |
|
|
— |
|
|
|
(673 |
)(2) |
|
|
— |
(2) |
|
|
(119 |
)(2) |
|
|
(250 |
)(5) |
|
|
(1,042 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income and expenses |
|
|
— |
|
|
|
(673 |
) |
|
|
— |
|
|
|
(119 |
) |
|
|
(250 |
) |
|
|
(1,042 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common stockholders |
|
$ |
— |
|
|
$ |
926 |
|
|
$ |
1,140 |
|
|
$ |
1,719 |
|
|
$ |
(6,496 |
) |
|
$ |
(2,711 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common stockholders per share |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.30 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Weighted Average Common Shares
Outstanding |
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,111,000 |
(6) |
|
|
9,112,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited pro forma condensed consolidated statement of operations.
14
Terreno Realty Corporation
Notes to Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2009
(Unaudited)
|
|
|
| (1) |
|
Terreno Realty Corporation (the “Company”) commenced operations on February 16, 2010.
There were no results of operations for the Company for the year ended December 31, 2009. |
| |
| (2) |
|
The following table sets forth the incremental rental revenues, operating expenses,
depreciation and amortization and interest expense of the 2010 Acquisitions for the year
ended December 31, 2009 based on the historical operations of such properties for the
periods prior to acquisition by the Company as if the properties were acquired January 1,
2009 (dollars in thousands). |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and |
|
|
|
|
| |
|
Acquisition Date |
|
Rental Revenues |
|
|
Operating Expenses |
|
|
Amortization |
|
|
Interest Expense |
|
Middlebrook |
|
September 24, 2010 |
|
$ |
3,828 |
|
|
$ |
1,716 |
|
|
$ |
513 |
|
|
$ |
673 |
|
130 Interstate |
|
September 29, 2010 |
|
|
2,218 |
|
|
|
510 |
|
|
|
568 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audited Total |
|
|
|
|
|
|
6,046 |
|
|
|
2,226 |
|
|
|
1,081 |
|
|
|
673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warm Springs I and II |
|
March 26, 2010 |
|
|
889 |
|
|
|
446 |
|
|
|
219 |
|
|
|
— |
|
Fortune/Qume |
|
March 30, 2010 |
|
|
614 |
|
|
|
116 |
|
|
|
196 |
|
|
|
— |
|
Lawrence |
|
August 13, 2010 |
|
|
614 |
|
|
|
227 |
|
|
|
163 |
|
|
|
119 |
|
Rialto |
|
September 15, 2010 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Maltese |
|
September 21, 2010 |
|
|
1,778 |
|
|
|
351 |
|
|
|
339 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
|
|
3,895 |
|
|
|
1,140 |
|
|
|
917 |
|
|
|
119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
9,941 |
|
|
$ |
3,366 |
|
|
$ |
1,998 |
|
|
$ |
792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Rialto was acquired from an unrelated third-party after a sale/leaseback transaction
was consummated and did not have historical revenues and expenses as the property was owned
and operated by the tenant prior to June 30, 2010. As such, no property operations have
been reflected in the accompanying unaudited pro forma statement of operations related to
this acquisition. |
| |
| (3) |
|
The Company commenced operations on February 16, 2010 and thus there were no
corresponding corporate general and administrative expenses prior to February 16, 2010.
Reflects the adjustments to include corporate general and administrative expenses for the
period on an annualized basis as if the commencement of operations occurred on January 1,
2009. |
| |
| (4) |
|
Reflects the adjustment to acquisitions costs as if the 2010 Acquisitions had occurred
on January 1, 2009. |
| |
| (5) |
|
On March 24, 2010, the Company consummated a $50.0 million senior revolving credit
facility which matures on March 22, 2013 and has an unused facility fee, payable quarterly,
which is between 35.0 and 50.0 basis points of the unused portion of the facility depending
on the amounts drawn. The credit facility has been reflected as if it was issued on
January 1, 2009 and has been carried through September 30, 2010. |
15
|
|
|
| (6) |
|
The Company commenced operations with the completion of its initial public offering
(“IPO”) and a concurrent private placement of common stock to its executive officers on
February 16, 2010. Reflects the adjustment to include the net shares of common stock
issued at the completion of the IPO and private placement. |
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
| |
Terreno Realty Corporation
|
|
| Date: December 6, 2010 |
By: |
/s/ Michael A. Coke
|
|
| |
|
Michael A. Coke |
|
| |
|
President and Chief Financial Officer |
|
17
Exhibit Index
| |
|
|
| Exhibit |
|
|
| Number |
|
Title |
| |
23.1*
|
|
Consent of Independent Registered Public Accounting Firm |
18