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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): May 2, 2011
Terreno Realty Corporation
 
(Exact name of registrant as specified in its charter)
         
Maryland   001-34603   27-1262675
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (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))
 
 

 


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Item 8.01. Other Events.
In connection with our filing on or about the date hereof of a registration statement on Form S-3, we are filing this Current Report on Form 8-K to present certain additional disclosures to be incorporated by reference therein, including disclosures relating to:
    Certain historical financial statements related to certain of our completed acquisitions and an acquisition that is considered probable for purposes of Regulation S-X; and
 
    Certain unaudited pro forma financial information regarding our completed acquisitions and such probable acquisition.
There is no assurance that we will acquire the property that is considered a probable acquisition for purposes of Regulation S-X because the proposed acquisition is subject to a variety of factors, including lender consent and the satisfaction of customary closing conditions.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements Under Rule 3-14 of Regulation S-X
         
       
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    12  
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(b) Unaudited Pro Forma Condensed Consolidated Information
         
    26  

 


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    27  
    28  
    29  
 EX-23.1
(d) Exhibits
     
Exhibit    
Number   Title
23.1*  
Consent of Independent Registered Public Accounting Firm
 
  Filed herewith

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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 Belleville, located in Kearny, New Jersey (the “Property”) for the year ended December 31, 2010. 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. An audit includes 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 of Terreno Realty Corporation ) as discussed in Note 1 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 1 to the Historical Summary of the Property for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
San Francisco, California
May 2, 2011

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Belleville
Statements of Revenues and Certain Expenses
For the Three Months Ended March 31, 2011 (unaudited)
and the Year Ended December 31, 2010
(in thousands)
                 
    For the Three        
    Months Ended March        
    31, 2011     For the Year Ended  
    (unaudited)     December 31, 2010  
Revenues:
               
Rental
  $ 521     $ 2,085  
Tenant reimbursements
    137       557  
 
           
Total revenues
    658       2,642  
 
               
Certain expenses:
               
Property operating expenses
    65       268  
Real estate taxes
    102       408  
Interest expense
    207       838  
 
           
Total expenses
    374       1,514  
 
           
Revenues in excess of certain expenses
  $ 284     $ 1,128  
 
           
See accompanying notes to statements of revenues and certain expenses.

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Belleville
Notes to Statements of Revenues and Certain Expenses
For the Three Months Ended March 31, 2011 (unaudited)
and the Year Ended December 31, 2010
1. Background and Basis of Presentation
The accompanying statements of revenues and certain expenses present the results of operations of Belleville (the “Property”) for the three months ended March 31, 2011 and the year ended December 31, 2010. On March 31, 2011, a wholly-owned subsidiary of Terreno Realty Corporation entered into an agreement with a third-party seller to acquire the Property for a purchase price of approximately $32.6 million. As part of this acquisition, Terreno Realty Corporation expects that the subsidiary will assume a mortgage loan with a total principal amount as of the closing of the acquisition of approximately $14.8 million with a fixed annual interest rate of 5.5%. Completion of this acquisition is expected in the second quarter of 2011. There is no assurance that the Property will be acquired in the second quarter of 2011 or at all because the proposed acquisition is subject to a variety of factors, including lender consent and the satisfaction of customary closing conditions. The Property is located in Kearny, New Jersey and consists of one multi-tenant industrial building containing approximately 211,500 square feet (unaudited), which was 100% leased (unaudited) to one tenant as of December 31, 2010.
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 of Terreno Realty Corporation and are not intended to be a complete presentation of the revenues and expenses of the Property for the three months ended March 31, 2011 and for the year ended December 31, 2010 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 lease. 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.

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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 periods. Actual results could differ from those estimates used in the preparation of the Historical Summaries.
Interim Statements
The statement for the three months ended March 31, 2011 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, 2010, 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, 2010 were as follows (in thousands):
         
2011
  $ 1,930  
2012
    1,989  
2013
    2,049  
2014
    2,111  
2015
    2,173  
Thereafter
    12,729  
 
     
Total
  $ 22,981  
 
     
Subsequent Events
Management evaluated subsequent events through May 2, 2011, the date the financial statements were available to be issued.

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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 Warm Springs I and II, located in Fremont, California (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. An audit includes 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 of Terreno Realty Corporation ) as discussed in Note 1 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 1 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
May 2, 2011

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Warms Springs I and II
Statements of Revenues and Certain Expenses
For the Period from January 1, 2010 to March 25, 2010 (unaudited)
and the Year Ended December 31, 2009
(in thousands)
                 
    For the Period        
    from January 1,     For the Year  
    2010 to March 25,     Ended December  
    2010 (unaudited)     31, 2009  
Revenues:
               
Rental
  $ 148     $ 539  
Tenant reimbursements
    90       281  
 
           
Total revenues
    238       820  
 
               
Certain expenses:
               
Property operating expenses
    55       262  
Real estate taxes
    25       142  
 
           
Total expenses
    80       404  
 
               
 
           
Revenues in excess of certain expenses
  $ 158     $ 416  
 
           
See accompanying notes to statements of revenues and certain expenses.

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Warm Springs I and II
Notes to Statements of Revenues and Certain Expenses
For the Period from January 1, 2010 to March 25, 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 Warms Springs I and II (the “Property”) for the period from January 1, 2010 to March 25, 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, PEN Associates, on March 26, 2010 for a purchase price of approximately $7.3 million. The Property is located in Fremont, California and consists of two multi-tenant industrial buildings containing approximately 140,500 square feet (unaudited), which were 50% leased (unaudited) to two 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 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 March 25, 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 terms 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.

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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 periods. 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 March 25, 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, three tenants 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):
         
2010
  $ 604  
2011
    628  
2012
    142  
 
     
Total
  $ 1,374  
 
     
Subsequent Events
Management evaluated subsequent events through May 2, 2011, the date the financial statements were available to be issued.

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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 Fortune/Qume, located in San Jose, California (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. An audit includes 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 of Terreno Realty Corporation ) as discussed in Note 1 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 1 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
May 2, 2011

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Fortune/Qume
Statements of Revenues and Certain Expenses
For the Period from January 1, 2010 to March 29, 2010 (unaudited)
and the Year Ended December 31, 2009
(in thousands)
                 
    For the Period        
    from January 1,        
    2010 to March 29,     For the Year Ended  
    2010 (unaudited)     December 31, 2009  
Revenues:
               
Rental
  $ 135     $ 547  
Tenant reimbursements
    32       108  
 
           
Total revenues
    167       655  
 
               
Certain expenses:
               
Property operating expenses
    18       48  
Real estate taxes
    22       48  
 
           
Total expenses
    40       96  
 
               
 
           
Revenues in excess of certain expenses
  $ 127     $ 559  
 
           
See accompanying notes to statements of revenues and certain expenses.

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Fortune/Qume
Notes to Statements of Revenues and Certain Expenses
For the Period from January 1, 2010 to March 29, 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 Fortune/Qume (the “Property”) for the period from January 1, 2010 to March 29, 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, First American Exchange Company, LLC, on March 30, 2010 for a purchase price of approximately $5.6 million. The Property is located in San Jose, California and consists of one multi-tenant industrial building containing approximately 71,500 square feet (unaudited), which was 100% leased (unaudited) to two 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 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 March 29, 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 terms 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.

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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 periods. 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 March 29, 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 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):
         
2010
  $ 638  
2011
    439  
 
     
Total
  $ 1,077  
 
     
Subsequent Events
Management evaluated subsequent events through May 2, 2011, the date the financial statements were available to be issued.

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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 238/242 Lawrence, located in South San Francisco, California (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. An audit includes 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 of Terreno Realty Corporation ) as discussed in Note 1 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 1 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
May 2, 2011

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238/242 Lawrence
Statements of Revenues and Certain Expenses
For the Period from January 1, 2010 to August 12, 2010 (unaudited)
and the Year Ended December 31, 2009
(in thousands)
                 
    For the Period        
    from January 1,     For the Year  
    2010 to August 12,     Ended December  
    2010 (unaudited)     31, 2009  
Revenues:
               
Rental
  $ 576     $ 610  
Tenant reimbursements
    34       52  
 
           
Total revenues
    610       662  
 
               
Certain expenses:
               
Property operating expenses
    111       155  
Real estate taxes
    69       76  
Interest expense
    68       119  
 
           
Total expenses
    248       350  
 
               
 
           
Revenues in excess of certain expenses
  $ 362     $ 312  
 
           
See accompanying notes to statements of revenues and certain expenses.

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238/242 Lawrence
Notes to Statements of Revenues and Certain Expenses
For the Period from January 1, 2010 to August 12, 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 238/242 Lawrence (the “Property”) for the period from January 1, 2010 to August 12, 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, Lawrence Littlefield, on August 13, 2010 for a purchase price of approximately $9.6 million. In connection with the acquisition of the Property, the subsidiary assumed a mortgage loan with a total principal amount of approximately $1.7 million with a fixed annual interest rate of 7.8%. The Property is located in South San Francisco, California and consists of two multi-tenant industrial buildings containing approximately 80,500 square feet (unaudited), which were 100% leased (unaudited) to three 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 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 August 12, 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 terms 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

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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 periods. 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 August 12, 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, three tenants 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):
         
2010
  $ 903  
2011
    865  
2012
    736  
2013
    275  
 
     
Total
  $ 2,779  
 
     
Subsequent Events
Management evaluated subsequent events through May 2, 2011, the date the financial statements were available to be issued.

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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 Maltese, located in Totowa, 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. An audit includes 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 of Terreno Realty Corporation ) as discussed in Note 1 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 1 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
May 2, 2011

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Maltese
Statements of Revenues and Certain Expenses
For the Period from January 1, 2010 to September 20, 2010 (unaudited)
and the Year Ended December 31, 2009
(in thousands)
                 
    For the Period from        
    January 1, 2010 to        
    September 20, 2010     For the Year Ended  
    (unaudited)     December 31, 2009  
Revenues:
               
Rental
  $ 1,160     $ 1,574  
Tenant reimbursements
    219       302  
 
           
Total revenues
    1,379       1,876  
 
               
Certain expenses:
               
Property operating expenses
    30       42  
Real estate taxes
    196       270  
 
           
Total expenses
    226       312  
 
               
 
           
Revenues in excess of certain expenses
  $ 1,153     $ 1,564  
 
           
See accompanying notes to statements of revenues and certain expenses.

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Maltese
Notes to Statements of Revenues and Certain Expenses
For the Period from January 1, 2010 to September 20, 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 Maltese (the “Property”) for the period from January 1, 2010 to September 20, 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, FR Totowa, LLC, on September 21, 2010 for a purchase price of approximately $16.5 million. The Property is located in Totowa, New Jersey and consists of one multi-tenant industrial building containing approximately 208,000 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 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 20, 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 lease. 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.

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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 periods. 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 20, 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):
         
2010
  $ 1,584  
2011
    1,614  
2012
    1,645  
2013
    1,676  
2014
    1,275  
 
     
Total
  $ 7,794  
 
     
Subsequent Events
Management evaluated subsequent events through May 2, 2011, the date the financial statements were available to be issued.

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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.
On March 31, 2011, a wholly-owned subsidiary (the “Subsidiary”) of the Company entered into an agreement with a third-party seller to acquire an industrial property located in Kearny, New Jersey consisting of one building, aggregating approximately 211,500 square feet for a purchase price of approximately $32.6 million. As part of this acquisition, the Company expects that the Subsidiary will assume a mortgage loan with a total principal amount as of the closing of the acquisition of approximately $14.8 million with a fixed annual interest rate of 5.49%. The mortgage loan requires equal payments of interest and principal payable based on a 30-year amortization schedule with a maturity date of March 31, 2021. The Company expects to utilize cash on hand to fund the acquisition, net of the assumed mortgage loan. Completion of this acquisition, which is considered a probable acquisition for purposes of Regulation S-X, is expected in the second quarter of 2011, subject to lender approval and the satisfaction of customary closing conditions, and as a result, there is no assurance that the Company will acquire the property in the second quarter of 2011 or at all.
The unaudited pro forma condensed consolidated balance sheet as of December 31, 2010 is based on the Company’s audited consolidated balance sheet and reflects the probable acquisition of Belleville and the related mortgage loan assumption as if such transaction had occurred on December 31, 2010. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2010 has 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 December 31, 2010 (the “2010 Acquisitions”) as if such transactions had occurred on January 1, 2010 and the probable acquisition of Belleville and the related mortgage loan assumption as if such transaction had occurred on January 1, 2010. The following table summarizes the 2010 Acquisitions:
                             
                Purchase Price     Assumed Debt  
Property Name   Location   Acquisition Date     (in thousands)     (in thousands)  
Warm Springs I and II
  Fremont, CA   March 26, 2010   $ 7,264     $  
Fortune/Qume
  San Jose, CA   March 30, 2010     5,550        
238/242 Lawrence
  South San Francisco, CA   August 13, 2010     9,620       1,723  
Rialto
  San Bernardino, CA   September 15, 2010     12,152        
Maltese
  Totowa, NJ   September 21, 2010     16,500        
Middlebrook
  Bound Brook, NJ   September 24, 2010     27,000       15,459  
130 Interstate
  South Brunswick, NJ   September 29, 2010     22,450        
299 Lawrence
  South San Francisco, CA   November 9, 2010     2,550        
Kent 188
  Kent, WA   December 14, 2010     8,275        
Ahern
  Union City, CA   December 15, 2010     6,255        
10th Avenue
  Hialeah, FL   December 20, 2010     9,000        
60th Avenue
  Miami Lakes, FL   December 20, 2010     7,750        
 
                       
Total
              $ 134,366     $ 17,182  
 
                       

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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 audited financial statements included in the 2010 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 24, 2011.

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Terreno Realty Corporation
Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2010
(in thousands — except share and per share data)
(Unaudited)
                         
            Probable     Pro Forma  
    Terreno Realty     Acquisition of     Terreno Realty  
    Corporation (1)     Property (2)     Corporation  
ASSETS
                       
Investments in real estate, net
  $ 134,861     $ 32,600     $ 167,461  
Cash and cash equivalents
    57,253       (17,979 )     39,274  
Deferred financing costs, net
    796       148       944  
Other assets, net
    1,472             1,472  
 
                   
Total assets
  $ 194,382     $ 14,769     $ 209,151  
 
                 
LIABILITIES AND EQUITY
                       
Liabilities
                       
Credit facility
  $     $     $  
Mortgage loans payable
    17,676       14,769       32,445  
Security deposits
    899             899  
Intangible liabilities
    883             883  
Deferred underwriting fee payable
    7,000             7,000  
Accounts payable and other liabilities
    2,425             2,425  
 
                 
Total liabilities
    28,883       14,769       43,652  
Commitments and contingencies
                       
Equity
                       
Stockholders’ equity
                       
Preferred stock: $0.01 par value, 100,000,000 shares authorized, and no shares issued and outstanding
                 
Common stock: $0.01 par value, 400,000,000 shares authorized, and 9,262,778 shares issued and outstanding,
    91             91  
Additional paid-in capital
    170,798             170,798  
 
                 
Accumulated deficit
    (5,390 )           (5,390 )
 
                 
Total stockholders’ equity
    165,499             165,499  
 
                 
Total liabilities and equity
  $ 194,382     $ 14,769     $ 209,151  
 
                 
See accompanying notes to unaudited pro forma condensed consolidated balance sheet.

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Terreno Realty Corporation
Notes to Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2010
(Unaudited)
(1)   Represents the historical consolidated balance sheet of Terreno Realty Corporation (the “Company”) as of December 31, 2010. See the historical consolidated financial statements and notes thereto included in the Company’s 2010 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 24, 2011.
 
(2)   Reflects the probable acquisition of Belleville as if it had occurred on December 31, 2010 for approximately $32.6 million. The acquisition is expected to be funded by assuming a mortgage loan with a total principal balance as of the closing of the acquisition of approximately $14.8 million and cash on hand. The pro forma adjustment also reflects the following:
    Cash paid of approximately $148,000 for estimated deferred financing costs in connection with assuming the existing mortgage loan.

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Terreno Realty Corporation
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2010
(in thousands — except share and per share data)
(Unaudited)
                                                 
                                            Pro Forma  
    Terreno                   Probable             Terreno  
    Realty     2010     Other 2010     Acquisition     Pro Forma     Realty  
    Corporation (1)     Acquisitions     Acquisitions     of Property     Adjustments     Corporation  
REVENUES
                                               
Rental revenues
  $ 4,031     $ 6,707 (2)   $ 1,544 (2)   $ 2,642 (3)   $     $ 14,924  
 
                                   
Total revenues
    4,031       6,707       1,544       2,642             14,924  
 
                                   
 
                                               
COSTS AND EXPENSES
                                               
Property operating expenses
    1,287       2,274 (2)     1,324 (2)     676 (3)           5,561  
Depreciation and amortization
    1,263       1,258 (2)     1,815 (2)     583 (3)           4,919  
General and administrative
    4,122                         543 (4)     4,665  
Acquisition costs
    2,289                         (2,289) (5)      
 
                                     
Total costs and expenses
    8,961       3,532       3,139       1,259       (1,746 )     15,145  
 
                                   
 
                                               
OTHER INCOME (EXPENSE)
                                               
Interest and other income
    64                               64  
Interest expense, including amortization
    (524 )     (543) (2)     (2)     (838) (3)     (203) (6)     (2,108 )
 
                                   
Total other income and expenses
    (460 )     (543 )           (838 )     (203 )     (2,044 )
 
                                   
 
                                               
Net (loss) income available to common stockholders
  $ (5,390 )   $ 2,632     $ (1,595 )   $ 545     $ 1,543     $ (2,265 )
 
                                   
Net loss available to common stockholders per share
  $ (0.59 )                                   $ (0.25 )
 
                                   
 
                                               
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.

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Terreno Realty Corporation
Notes to Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2010
(Unaudited)
 
(1)   Represents the historical consolidated operations of Terreno Realty Corporation (the “Company”) for the period from February 16, 2010 (commencement of operations) to December 31, 2010. See the historical consolidated financial statements and notes thereto included in the Company’s 2010 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 24, 2011.
 
(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, 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, 2010 (dollars in thousands).
                                         
                    Operating     Depreciation and     Interest  
    Acquisition Date     Rental Revenues     Expenses     Amortization     Expense  
Warm Springs I and II
  March 26, 2010   $ 217     $ 80     $ 55     $  
Fortune/Qume
  March 30, 2010     154       40       49        
238/242 Lawrence
  August 13, 2010     588       180       103       68  
Maltese
  September 21, 2010     1,274       226       247        
Middlebrook
  September 24, 2010     2,820       1,344       375       475  
130 Interstate
  September 29, 2010     1,654       404       429        
 
                               
Subtotal 2010 Acqusitions
    6,707       2,274       1,258       543  
 
                                       
Rialto
  September 15, 2010                        
299 Lawrence
  November 9, 2010     161       59       24        
Kent 188
  December 14, 2010     748       207       328        
Ahern
  December 15, 2010     537       137       368        
10th Avenue
  December 20, 2010           519       1,036        
60th Avenue
  December 20, 2010     98       402       59        
 
                               
Subtotal Other 2010 Acquisitions
    1,544       1,324       1,815       -  
 
                                       
 
                               
Total
          $ 8,251     $ 3,598     $ 3,073     $ 543  
 
                               
    Rental revenues set forth above include adjustments for straight-line rents and amortization of lease intangibles.
 
    Depreciation and amortization represent adjustments using the new basis based on the allocation of the respective purchase price.
 
    Interest expense includes monthly interest expense paid, the amortization of deferred financing costs and the amortization of premiums/discounts on assumed debt.
 
    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 condensed consolidated statement of operations related to this acquisition.
 
(3)   The following table sets forth the incremental rental revenues, operating expenses, depreciation and amortization and interest expense of the Probable Acquisition of Property for the year ended December 31, 2010 based on the historical operations of such property for the period prior to acquisition by the Company as if the property was acquired on January 1, 2010 (dollars in thousands).

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            Operating     Depreciation and     Interest  
    Rental Revenues     Expenses     Amortization     Expense  
Belleville
  $ 2,642     $ 676     $ 583     $ 838  
 
                       
Total Probable Acquisition of Property
  $ 2,642     $ 676     $ 583     $ 838  
 
                       
    Rental revenues set forth above include adjustments for straight-line rents.
 
    Depreciation and amortization represent adjustments using the new basis based on the allocation of the respective purchase price.
 
    Interest expense includes monthly interest expense paid and the amortization of deferred financing costs.
 
(4)   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, 2010.
 
(5)   Reflects the adjustment to acquisition costs of $2.3 million as if the 2010 Acquisitions, other 2010 Acquisitions and the Belleville acquisition had occurred on January 1, 2010.
 
(6)   As of December 31, 2010, the Company had an $80.0 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 in-place on January 1, 2010 and has been carried through December 31, 2010 assuming no amounts were drawn and only the unused facility fee was payable.

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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: May 2, 2011   By:   /s/ Michael A. Coke    
    Michael A. Coke   
    President and Chief Financial Officer   

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Exhibit Index
     
Exhibit    
Number   Title
23.1*
  Consent of Independent Registered Public Accounting Firm
 
*   Filed herewith

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