UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 3, 2014

 

REXFORD INDUSTRIAL REALTY, INC.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code: (310) 966-1680

N/A

(Former name or former address, if changed since last report.)

 

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 Instructions A.2.):

 

 

 

 

 

 

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 3, 2014, Rexford Industrial Realty, Inc. (“Rexford Industrial”) issued a press release announcing its earnings for the quarter ended September 30, 2014 and distributed certain supplemental financial information. On November 3, 2014, Rexford Industrial also posted the supplemental information on its website located at www.rexfordindustrial.com.  Copies of the press release and supplemental information are furnished herewith as Exhibits 99.1 and 99.2, respectively.

The information included in this Current Report on Form 8-K under this Item 2.02 (including Exhibits 99.1 and 99.2 hereto) are being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of the Exchange Act, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

ITEM 7.01 REGULATION FD DISCLOSURE  

As discussed in Item 2.02 above, Rexford Industrial issued a press release announcing its earnings for the quarter ended September 30, 2014 and distributed certain supplemental information.  On November 3, 2014, Rexford Industrial also posted the supplemental information on its website located at www.rexfordindustrial.com.  

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 and 99.2 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of the Exchange Act, or otherwise subject to the liabilities of the Exchange Act, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 and 99.2 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits.

 

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

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EXHIBIT INDEX

 

 

Exhibit 99.1

 

 

REXFORD INDUSTRIAL announces Third QUARTER 2014 financial RESULTS

 

– Reports Recurring FFO of $0.23 Per Diluted Share –

– Rental Revenues Up 54.9% YOY, NOI Up 59.8% YOY –

– 10.3% GAAP, 3.6% Cash Releasing Spreads –

– Stabilized Same Property Portfolio Occupancy Increases 340 bps to 91.7% –

– Acquires Over $260 Million Year-to-Date –

 

Los Angeles, California – November 3, 2014 – Rexford Industrial Realty, Inc. (the “Company” or “Rexford Industrial”) (NYSE: REXR), a real estate investment trust (“REIT”) that specializes in acquiring, owning and operating industrial properties located in Southern California infill markets, today announced financial results for the third quarter of 2014.

 

 

Third Quarter 2014 Financial and Operational Highlights:

 

 

“We continue to achieve strong results within our portfolio, benefitting from the consistent execution of our operating and leasing strategies, as well as our success in sourcing and closing attractive new investments within

 

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our core Southern California infill submarkets,” stated Michael Frankel and Howard Schwimmer, Rexford Industrial’s Co-Chief Executive Officers. “Year-to-date, we have acquired approximately $261 million of industrial properties that confirm Rexford’s ability to achieve accretive returns to drive shareholder value within the nation’s largest and most sought-after industrial market. Further, with the completion of our recent follow-on equity offering, we have ample financial capacity and a low-leverage balance sheet to allow us to continue to pursue our active pipeline of attractive growth opportunities into 2015 and beyond.”

 

 

Financial Results:

 

Financial results for the three and nine months ended September 30, 2014, and for the period from July 24, 2013, through September 30, 2013, contain the consolidated results of the Company.  Financial results for the period from July 1, 2013, through July 23, 2013, and the period from January 1, 2013, through July 23, 2013, contain the combined results of Rexford Industrial’s predecessor entities. For comparative purposes, we have combined the results of the Company and Rexford Industrial’s predecessor entities.

 

The Company reported net loss of $0.6 million (loss of $0.7 million before non-controlling interests), for the three months ended September 30, 2014. In comparison, the Company and Rexford Industrial’s predecessor entities reported a net loss of $2.1 million (a loss of $5.6 million before non-controlling interests) for the three months ended September 30, 2013.

 

The Company reported net income of $0.8 million (income of $0.8 million before non-controlling interests) for the nine months ended September 30, 2014. In comparison, the Company and Rexford Industrial’s predecessor entities reported a loss of $4.0 million (loss of $4.0 million before non-controlling interests) for the nine months ended September 30, 2013.

 

The Company reported Recurring FFO of $7.7 million, or $0.23 per diluted share of common stock, for the three months ended September 30, 2014. Adjusting for non-recurring expenses and acquisition expenses of $0.8 million incurred during the third quarter, FFO was $7.0 million, or $0.21 per diluted share of common stock.

 

For the nine months ended September 30, 2014, the Company reported Recurring FFO of $19.1 million, or $0.68 per diluted share of common stock. Adjusting for non-recurring expenses and acquisition expenses of $1.8 million incurred during the first nine months of 2014, FFO was $17.5 million, or $0.62 per diluted share of common stock.

 

 

Operating Results:

 

For the three months ended September 30, 2014, the Company’s Same Property Portfolio NOI increased 3.5% compared to the third quarter of 2013, driven by a $383,000 increase in Same Property Portfolio rental revenue, while Same Property Portfolio expenses increased by only $118,000. Same Property Portfolio Cash NOI increased 3.8% compared to the third quarter 2013.

 

In the third quarter, the Company signed 126 new and renewal leases in its consolidated portfolio, totaling 691,673 square feet. Average rental rates on comparable new and renewal leases were up 10.3% on a GAAP basis and up 3.6% on a cash basis. The Company signed 50 new leases for 253,442 square feet, with GAAP rents up 10.9% compared to the prior in place leases. The Company signed 76 renewal leases for 438,251 square feet, with GAAP rents up 9.9% compared to the prior in place leases. For the 50 new leases, cash rents

 

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were up 5.1%, and for the 76 renewal leases, cash rents were up 2.9%, compared to the ending cash rents for the prior leases.

 

The Company has included in a supplemental information package detailing the results and operating statistics that reflect the activities of the Company for the three months ended September 30, 2014. See below for information regarding the supplemental information package.

 

 

Transaction Activity:

 

In the third quarter, the Company acquired five industrial properties totaling approximately 768,000 square feet, for an aggregate cost of $74.9 million, as detailed below.

 

In July, 2014, the Company acquired Avenue 32, a 100,500 square foot industrial building for $11.0 million, or $109 per square foot. The property is located in Los Angeles’s San Fernando Valley.

 

In July, 2014, the Company also acquired Chatsworth Industrial Park, a 153,212 square foot industrial complex for $16.8 million, or $110 per square foot, located in Los Angeles’s West San Fernando Valley.

 

In July, 2014, the Company acquired Avenue Kearny, two industrial buildings totaling 138,980 square feet located in Santa Clarita for $11.5 million, or $83 per square foot.

 

In August, 2014, the Company acquired 605 8^th Street, a 55,516 square foot industrial building located in San Fernando for $5.1 million, or $91 per square foot.

 

In September, 2014, the Company also acquired 9120 Mason Avenue, a 319,348 square foot industrial building located in Chatsworth, for $30.5 million, or $96 per square foot.

 

 

Balance Sheet

 

At September 30, 2014, the Company had $269.7 million of debt outstanding, with an average interest rate of 2.02% and an average term-to-maturity of 3.8 years.  Approximately $18.4 million of debt was fixed-rate with an average interest rate of 5.19% and an average term-to-maturity of 3.3 years, and the remaining debt was floating-rate, with an average interest rate of LIBOR+1.63% and an average term-to-maturity of 3.8 years.  

 

The Company has executed two forward interest rate swaps to effectively fix the annual interest rate on our $60 million term loan in the future as follows: (i) $30 million at 3.726% from January 15, 2015 to February 15, 2019, and (ii) $30 million at 3.91% from July 15, 2015 to February 15, 2015. In August 2014, the Company executed two additional forward interest rate swaps to effectively fix the annual interest rate on our $100 million term loan as follows: (i) $50 million at 1.79% plus the applicable term loan facility margin from August 14, 2014 to December 14, 2018, and (ii) $50 million at 2.005% plus the applicable term loan facility margin from February 16, 2016 to December 14, 2018. On a proforma basis, assuming the Company’s swaps were effective as of September 30, 2014 and had a maturity date corresponding to the maturity date of the related debt, approximately $178.4 million of debt would be fixed-rate, with an average interest rate of 3.64%, and an average term-to-maturity of 4.6 years, and the remaining debt would be floating-rate, with an average interest rate of LIBOR+1.76%, and an average term-to-maturity of 2.2 years.  If the Company’s swaps were effective as of September 30, 2014, its consolidated debt would be 66% fixed and 34% variable.

 

 

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In August, the Company issued 17.25 million shares of its common stock at $13.50 per share, raising net proceeds of $221.8 million after deducting the underwriting discount and offering costs.  Proceeds from the offering were used to reduce the balance outstanding on the Company’s $200 million revolving credit facility, to fund acquisitions and for general corporate purposes.

 

 

Earnings Release, Investor Conference Webcast and Conference Call:

The Company will host a webcast and conference call on Monday November 3, 2014 at 5:00 p.m. Eastern time to review third quarter results and discuss recent events. The live webcast will be available on the Company’s investor relations website at www.ir.rexfordindustrial.com. To participate in the call, please dial 877-407-0789 (domestic) or 201-689-8562 (international). A replay of the conference call will be available through December 3, 2014, by dialing 877-870-5176 (domestic) or 858-384-5517 (international) and entering the pass code 13592224.

 

 

About Rexford Industrial:

Rexford Industrial is a real estate investment trust focused on owning and operating industrial properties in Southern California infill markets. The Company owns interests in 89 properties with approximately 9.8 million rentable square feet and manages an additional 20 properties with approximately 1.2 million rentable square feet.

 

For additional information, visit www.rexfordindustrial.com.

 

Forward Looking Statements:

 

 

This press release may contain forward-looking statements within the meaning of the federal securities laws, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," or "potential" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. While forward-looking statements reflect the Company's good faith beliefs, assumptions and expectations, they are not guarantees of future performance. For a further discussion of these and other factors that could cause the Company's future results to differ materially from any forward-looking statements, see the reports and other filings by the Company with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.

 

 

Definitions / Discussion of Non-GAAP Financial Measures:

 

Funds from Operations (FFO): We calculate FFO before non-controlling interest in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. Management uses FFO as a

 

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supplemental performance measure because, in excluding real estate related depreciation and amortization, gains and losses from property dispositions, other than temporary impairments of unconsolidated real estate entities, and impairment on our investment in real estate, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of performance used by other REITs, FFO may be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other equity REITs may not calculate or interpret FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity, and is not indicative of funds available for our cash needs, including our ability to pay dividends. A reconciliation of FFO before noncontrolling interest to net income, the nearest GAAP equivalent, is set forth below.

 

Recurring Funds from Operations (Recurring FFO): We calculate Recurring FFO by adjusting FFO to exclude the effect of non-recurring expenses and acquisition expenses. A reconciliation of FFO to Recurring FFO is set forth below.

 

Net Operating Income (NOI): Includes the revenue and expense directly attributable to our real estate properties calculated in accordance with GAAP. Calculated as total revenue from real estate operations including i) rental revenues ii) tenant reimbursements, and iii) other income less property expenses (before interest expense, depreciation and amortization). We use NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense and gains (or losses) from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties (all of which have real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI. Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs.

 

NOI should not be used as a substitute for cash flow from operating activities in accordance with GAAP. We use NOI to help evaluate the performance of the Company as a whole, as well as the performance of our Same Property Portfolio. A calculation of NOI for our Same Property Portfolio, as well as a reconciliation of NOI for our Same Property Portfolio to net income for our Same Property Portfolio, is set forth below.

 

Cash NOI: Cash NOI is a non-GAAP measure, which we calculate by adding or subtracting from NOI i) fair value lease revenue and ii) straight-line rent adjustment. We use Cash NOI, together with NOI, as a supplemental performance measure. Cash NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. Cash NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP. We use Cash NOI to help evaluate the performance of the Company as a whole, as well as the performance of our Same Property Portfolio. A calculation of Cash NOI for our Same Property Portfolio, as well as a reconciliation of Cash NOI for our Same Property Portfolio to net income for our Same Property Portfolio, is set forth below.

 

 

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Same Property Portfolio: Determined independently for each period presented. Our Same Property Portfolio is a subset of our consolidated portfolio and includes properties that were wholly-owned by us during the entire span of both periods being compared. Therefore, we excluded from our Same Properties Portfolio any properties that were acquired or sold during the period from July 1, 2013 through September 30, 2014. The Company’s computation of same property performance may not be comparable to other REITs.

 

Stabilized Same Property Portfolio: Our Stabilized Same Property Portfolio represents the properties included in our Same Property Portfolio, adjusted to exclude spaces that were under repositioning. As of September 30, 2014, spaces aggregating 70,452 square feet were under repositioning.  

 

 

Contact:

Investor Relations:

Stephen Swett or Rodny Nacier

424 256 2153 ext 401

investorrelations@rexfordindustrial.com

 

 

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Rexford Industrial Realty, Inc.

Consolidated Balance Sheets (Unaudited)

 

 

 

 

 

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Rexford Industrial Realty, Inc. and

Rexford Industrial Realty, Inc. Predecessor

Consolidated and Combined Statements of Operations (Unaudited)

 

 

 

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Rexford Industrial Realty, Inc. and

Rexford Industrial Realty, Inc. Predecessor

Same Property Portfolio Statements of Operations and NOI Reconciliation (Unaudited)

 

 

 

 

 

 

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Rexford Industrial Realty, Inc.

Funds From Operations (Unaudited)

 

 

 

 

 

 

Exhibit 99.2

 

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