Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
Form 10-Q
_________________________
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20202021
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission file number 001-34603
_________________________
Terreno Realty Corporation
(Exact Name of Registrant as Specified in Its Charter)
_________________________
Maryland 27-1262675
(State or Other Jurisdiction of
Incorporation or Organization)		 (I.R.S. Employer
Identification No.)
101 Montgomery10500 NE 8th Street, Suite 200
San Francisco, CA301 Bellevue, WA
 9410498004
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (415) 655-4580
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareTRNONew York Stock Exchange
_________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒  Accelerated filer ☐
Non-accelerated filer ☐  Smaller reporting company ☐
Emerging growth company ☐   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒ 
The registrant had 68,372,56870,523,525 shares of its common stock, $0.01 par value per share, outstanding as of November 3, 2020.
August 2, 2021.


Table of Contents
Terreno Realty Corporation
Table of Contents
PART I. FINANCIAL INFORMATION
Financial Statements of Terreno Realty Corporation (unaudited)
Consolidated Balance Sheets as of SeptemberJune 30, 20202021 and December 31, 20120209
2
Consolidated Statements of Operations for the three and ninesix months ended SeptemberJune 30, 20202021 and 20120209
3
Consolidated Statements of Comprehensive Income (Loss) for the three and ninesix months ended SeptemberJune 30, 20202021 and 20120209
4
Consolidated Statements of Equity for the ninesix months ended SeptemberJune 30, 20202021 and 20120209
45
Consolidated Statements of Cash Flows for the ninesix months ended SeptemberJune 30, 20202021 and 20120209
7
Condensed Notes to Consolidated Financial Statements
8
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2320
Quantitative and Qualitative Disclosures About Market Risk
4440
Controls and Procedures
4440
PART II. OTHER INFORMATION
Legal Proceedings
4541
Risk Factors
4541
Unregistered Sales of Equity Securities and Use of Proceeds
4641
Defaults Upon Senior Securities
4641
Mine Safety Disclosures
4741
Other Information
4741
Exhibits
4842
4943

1
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements of Terreno Realty Corporation
Terreno Realty Corporation
Consolidated Balance Sheets
(in thousands – except share and per share data)
September 30, 2020December 31, 2019
 (Unaudited) 
ASSETS
Investments in real estate
Land$1,094,059 $1,055,146 
Buildings and improvements931,215 909,201 
Construction in progress61,183 101,253 
Intangible assets86,210 88,594 
Total investments in properties2,172,667 2,154,194 
Accumulated depreciation and amortization(227,294)(208,279)
Net investments in properties1,945,373 1,945,915 
Cash and cash equivalents155,324 110,082 
Restricted cash690 2,657 
Senior secured loan, net0 15,858 
Other assets, net35,306 33,952 
Total assets$2,136,693 $2,108,464 
LIABILITIES AND EQUITY
Liabilities
Credit facility$0 $0 
Term loans payable, net99,739 99,583 
Senior unsecured notes, net347,966 347,674 
Mortgage loans payable, net11,378 44,318 
Security deposits14,056 14,149 
Intangible liabilities, net24,574 28,127 
Dividends payable19,829 18,158 
Performance share awards payable5,467 11,633 
Accounts payable and other liabilities29,187 27,699 
Total liabilities552,196 591,341 
Commitments and contingencies (Note 13)
Equity
Stockholders’ equity
Common stock: $0.01 par value, 400,000,000 shares authorized, and 68,233,344 and 67,252,787 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively684 673 
Additional paid-in capital1,579,344 1,514,266 
Common stock held in deferred compensation plan, 139,224 and 0 shares at September 30, 2020 and December 31, 2019, respectively(7,546)0 
Retained earnings12,283 2,621 
Accumulated other comprehensive loss(268)(437)
Total stockholders’ equity1,584,497 1,517,123 
Total liabilities and equity$2,136,693 $2,108,464 
June 30, 2021December 31, 2020
 (Unaudited) 
ASSETS
Investments in real estate
Land$1,237,737 $1,138,233 
Buildings and improvements1,014,832 942,688 
Construction in progress77,323 61,448 
Intangible assets96,559 88,859 
Total investments in properties2,426,451 2,231,228 
Accumulated depreciation and amortization(260,128)(238,073)
Net investments in real estate2,166,323 1,993,155 
Cash and cash equivalents39,955 107,180 
Restricted cash2,753 656 
Other assets, net44,953 38,829 
Total assets$2,253,984 $2,139,820 
LIABILITIES AND EQUITY
Liabilities
Credit facility$0 $0 
Term loans payable, net99,896 99,791 
Senior unsecured notes, net348,258 348,063 
Mortgage loans payable, net0 11,264 
Security deposits19,783 13,870 
Intangible liabilities, net28,368 24,608 
Dividends payable20,428 19,870 
Performance share awards payable0 7,482 
Accounts payable and other liabilities35,437 26,688 
Total liabilities552,170 551,636 
Commitments and contingencies (Note 13)00
Equity
Stockholders’ equity
Common stock: $0.01 par value, 400,000,000 shares authorized, and 70,191,398 and 68,376,364 shares issued and outstanding, at June 30, 2021 and December 31, 2020, respectively.704 686 
Additional paid-in capital1,717,265 1,589,301 
Common stock held in deferred compensation plan, 275,727 and 139,224 shares at June 30, 2021 and December 31, 2020, respectively.(15,197)(7,546)
Retained (deficit) earnings(958)5,926 
Accumulated other comprehensive loss0 (183)
Total stockholders’ equity1,701,814 1,588,184 
Total liabilities and equity$2,253,984 $2,139,820 
The accompanying condensed notes are an integral part of these consolidated financial statements.
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Table of Contents
Terreno Realty Corporation
Consolidated Statements of Operations
(in thousands – except share and per share data)
(Unaudited)
For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2020201920202019
REVENUES
Rental revenues and tenant expense reimbursements$47,147 $43,397 $138,005 $126,007 
Total revenues47,147 43,397 138,005 126,007 
COSTS AND EXPENSES
Property operating expenses12,228 10,991 36,070 32,393 
Depreciation and amortization12,124 11,105 34,683 32,168 
General and administrative5,130 5,132 16,553 17,852 
Acquisition costs123 47 186 48 
Total costs and expenses29,605 27,275 87,492 82,461 
OTHER INCOME (EXPENSE)
Interest and other income51 832 805 3,171 
Interest expense, including amortization(3,887)(3,952)(11,802)(12,269)
Gain on sales of real estate investments9,016 1,782 26,766 6,247 
Total other income (expense)5,180 (1,338)15,769 (2,851)
Net income22,722 14,784 66,282 40,695 
Allocation to participating securities(194)(95)(277)(257)
Net income available to common stockholders$22,528 $14,689 $66,005 $40,438 
EARNINGS PER COMMON SHARE - BASIC AND DILUTED:
Net income available to common stockholders - basic$0.33 $0.22 $0.98 $0.64 
Net income available to common stockholders - diluted$0.33 $0.22 $0.97 $0.63 
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING68,112,661 65,724,426 67,600,957 63,667,100 
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING68,372,515 66,018,996 67,860,811 63,961,670 
For the Three Months Ended June 30,For the Six Months Ended June 30,
 2021202020212020
REVENUES
Rental revenues and tenant expense reimbursements$53,295 $45,742 $103,986 $90,858 
Total revenues53,295 45,742 103,986 90,858 
COSTS AND EXPENSES
Property operating expenses13,171 11,934 26,683 23,842 
Depreciation and amortization11,968 11,459 23,344 22,559 
General and administrative6,866 5,665 12,448 11,423 
Acquisition costs117 11 172 63 
Total costs and expenses32,122 29,069 62,647 57,887 
OTHER INCOME (EXPENSE)
Interest and other income221 190 457 754 
Interest expense, including amortization(4,016)(3,909)(8,161)(7,915)
Gain on sales of real estate investments0 17,750 0 17,750 
Total other income (expense)(3,795)14,031 (7,704)10,589 
Net income17,378 30,704 33,635 43,560 
Allocation to participating securities(53)(194)(104)(277)
Net income available to common stockholders$17,325 $30,510 $33,531 $43,283 
EARNINGS PER COMMON SHARE - BASIC AND DILUTED:
Net income available to common stockholders - basic$0.25 $0.45 $0.49 $0.64 
Net income available to common stockholders - diluted$0.25 $0.45 $0.48 $0.64 
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING69,580,253 67,622,005 69,094,360 67,342,293 
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING69,808,430 68,029,144 69,317,407 67,749,432 
The accompanying condensed notes are an integral part of these consolidated financial statements.
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Terreno Realty Corporation
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
(Unaudited)
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2020201920202019
Net income$22,722 $14,784 $66,282 $40,695 
Other comprehensive income (loss):
Cash flow hedge adjustment50 85 169240 
Comprehensive income$22,772 $14,869 $66,451 $40,935 
The accompanying condensed notes are an integral part of these consolidated financial statements.












































Terreno Realty Corporation
Consolidated Statements of Equity
(in thousands – except share data)
(Unaudited)
Nine months ended September 30, 2020:
 Common StockAdditional
Paid-
in Capital		Common Shares Held in Deferred Compensation PlanDeferred Compensation Plan Accumulated
Other Comprehensive
Loss		 
Number of
Shares		AmountRetained
Earnings		Total
Balance as of December 31, 201967,252,787$673 $1,514,266 —$— $2,621 $(437)$1,517,123 
Net income—— ——— 12,856 — 12,856 
Issuance of common stock, net of issuance costs of $426562,5214 29,647—— — — 29,651 
Repurchase of common stock related to employee awards(4,510)— (240)—— — — (240)
Issuance of restricted stock20,501— ——— — — — 
Stock-based compensation—— 1,573—— — — 1,573 
Common stock dividends ($0.27 per share)—— ——— (18,314)— (18,314)
Deposits to deferred compensation plan(135,494)— 7,346135,494(7,346)— — 0 
Other comprehensive income—— ——— — 73 73 
Balance as of March 31, 202067,695,805$677 $1,552,592 135,494$(7,346)$(2,837)$(364)$1,542,722 
Net income—— ——— 30,704 — 30,704 
Issuance of common stock, net of issuance costs of $630630,4907 32,068—— — — 32,075 
Forfeiture of common stock related to employee awards(352)— ——— — — — 
Stock-based compensation—— 2,197—— — — 2,197 
Common stock dividends ($0.27 per share)—— ——— (18,478)— (18,478)
Deposits to deferred compensation plan(3,730)— 200 3,730(200)— — 0 
Other comprehensive income—— — —— — 46 46 
Balance as of June 30, 202068,322,213$684 $1,587,057 139,224$(7,546)$9,389 $(318)$1,589,266 
Net income—— — —— 22,722 — 22,722 
Issuance of common stock, net of issuance costs of $708,2500 424 —— — — 424 
Forfeiture of common stock related to employee awards(4,794)— — —— — — — 
Repurchase of common stock related to employee awards(149,865)— (9,597)—— — — (9,597)
Issuance of restricted stock57,540— — —— — — — 
Stock-based compensation—— 1,460—— — — 1,460 
Common stock dividends ($0.29 per share)—— — —— (19,828)— (19,828)
Other comprehensive income—— — —— — 50 50 
Balance as of September 30, 202068,233,344$684 $1,579,344 139,224$(7,546)$12,283 $(268)$1,584,497 

Nine months ended September 30, 2019:
 Common StockAdditional
Paid-
in Capital		 Accumulated
Other Comprehensive
Loss		 
Number of
Shares		AmountRetained
Earnings		Total
Balance as of December 31, 201861,013,711$610 $1,233,763 $14,185 $(761)$1,247,797 
Net income—— — 15,532 — 15,532 
Issuance of common stock, net of issuance costs of $1,4272,184,88822 87,902 — — 87,924 
Repurchase of common stock related to employee awards(99,999)— (3,959)— — (3,959)
Issuance of restricted stock30,294— — — — — 
Stock-based compensation—— 928 — — 928 
Common stock dividends ($0.24 per share)—— — (15,109)— (15,109)
Other comprehensive income—— — — 63 63 
Balance as of March 31, 201963,128,894$632 $1,318,634 $14,608 $(698)$1,333,176 
Net income—— — 10,379 — 10,379 
Issuance of common stock, net of issuance costs of $1,7182,386,47024 106,958 — — 106,982 
Forfeiture of common stock related to employee awards(19,651)— — — — — 
Stock-based compensation—— 1,268 — — 1,268 
Common stock dividends ($0.24 per share)—— — (15,719)— (15,719)
Other comprehensive income—— — — 92 92 
Balance as of June 30, 201965,495,713$656 $1,426,860 $9,268 $(606)$1,436,178 
Net income—— — 14,784 — 14,784 
Issuance of common stock, net of issuance costs of $1,1941,458,63014 72,138 — — 72,152 
Forfeiture of common stock related to employee awards(23,138)— — — — — 
Issuance of restricted stock80,805 — — — — — 
Stock-based compensation—— 781 — — 781 
Common stock dividends ($0.27 per share)—— — (18,094)— (18,094)
Other comprehensive income—— — — 85 85 
Balance as of September 30, 201967,012,010$670 $1,499,779 $5,958 $(521)$1,505,886 

 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2021202020212020
Net income$17,378 $30,704 $33,635 $43,560 
Other comprehensive income:
Cash flow hedge adjustment77 46 183 119 
Comprehensive income$17,455 $30,750 $33,818 $43,679 
The accompanying condensed notes are an integral part of these consolidated financial statements.
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Terreno Realty Corporation
Consolidated Statements of Cash FlowsEquity
(in thousands)thousands – except share data)
(Unaudited)
Six months ended June 30, 2021:
 For the Nine Months Ended September 30,
 20202019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$66,282 $40,695 
Adjustments to reconcile net income to net cash provided by operating activities
Straight-line rents1,051 (2,299)
Amortization of lease intangibles(4,054)(3,155)
Depreciation and amortization34,683 32,168 
Gain on sales of real estate investments(26,766)(6,247)
Deferred financing cost amortization1,024 1,171 
Deferred senior secured loan fee amortization(57)(489)
Stock-based compensation6,353 8,152 
Changes in assets and liabilities
Other assets(3,677)(3,108)
Accounts payable and other liabilities2,530 1,603 
Net cash provided by operating activities77,369 68,491 
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for property acquisitions(46,780)(216,780)
Proceeds from sales of real estate investments, net70,685 25,305 
Additions to construction in progress(7,989)(22,950)
Additions to buildings, improvements and leasing costs(23,352)(22,237)
Repayments on senior secured loan15,915 0 
Net cash provided by (used in) investing activities8,479 (236,662)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock55,986 264,493 
Issuance costs on issuance of common stock(812)(3,825)
Repurchase of common stock related to employee awards(9,837)(3,959)
Borrowings on credit facility0 17,000 
Payments on credit facility0 (36,000)
Payments on mortgage loan payable(32,960)(1,130)
Dividends paid to common stockholders(54,949)(45,472)
Net cash (used in) provided by financing activities(42,572)191,107 
Net increase in cash and cash equivalents and restricted cash43,275 22,936 
Cash and cash equivalents and restricted cash at beginning of period112,739 34,479 
Cash and cash equivalents and restricted cash at end of period$156,014 $57,415 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest, net of capitalized interest12,975 15,585 
Supplemental disclosures of non-cash transactions
     Accounts payable related to capital improvements11,472 9,409 
     Non-cash repayment of senior secured loan0 (39,085)
     Non-cash issuance of common stock to the deferred compensation plan(7,546)0 
     Lease liability arising from recognition of right-of-use asset460 707 
   Reconciliation of cash paid for property acquisitions
     Acquisition of properties47,577 228,566 
     Assumption of other assets and liabilities(797)(11,786)
Net cash paid for property acquisitions$46,780 $216,780 
 Common StockAdditional
Paid-
in Capital		Common Shares Held in Deferred Compensation PlanDeferred Compensation Plan Retained (Deficit)
Earnings		Accumulated
Other Comprehensive
Loss		 
Number of
Shares		AmountTotal
Balance as of December 31, 202068,376,364 $686 $1,589,301 139,224 $(7,546)$5,926 $(183)$1,588,184 
Net income— — — — — 16,257 — 16,257 
Issuance of common stock, net of issuance costs of $731837,846 7 47,866 — — — — 47,873 
Repurchase of common stock related to employee awards(6,534)— (582)— — — — (582)
Issuance of restricted stock25,654 — — — — — — — 
Stock-based compensation— — 1,970 — — — — 1,970 
Common stock dividends ($0.29 per share)— — — — — (20,091)— (20,091)
Deposits to deferred compensation plan(131,322)— 7,321 131,322 (7,321)— — 0 
Other comprehensive income— — — — — — 106 106 
Balance as of March 31, 202169,102,008 $693 $1,645,876 270,546 $(14,867)$2,092 $(77)$1,633,717 
Net income— — — — — 17,378 — 17,378 
Issuance of common stock, net of issuance costs of $1,2281,094,656 11 68,382 — — — — 68,393 
Forfeiture of common stock related to employee awards(85)— — — — — — — 
Stock-based compensation— — 2,677 — — — — 2,677 
Common stock dividends ($0.29 per share)— — — — — (20,428)— (20,428)
Deposits to deferred compensation plan(5,181)— 330 5,181 (330)— — 0 
Other comprehensive income— — — — — — 77 77 
Balance as of June 30, 202170,191,398 $704 $1,717,265 275,727 $(15,197)$(958)$0 $1,701,814 

Six months ended June 30, 2020:
 Common StockAdditional
Paid-
in Capital		Common Shares Held in Deferred Compensation PlanDeferred Compensation Plan  Retained (Deficit)
Earnings		Accumulated
Other Comprehensive
Loss		 
Number of
Shares		AmountTotal
Balance as of December 31, 201967,252,787$673 $1,514,266 0 $0 $2,621 $(437)$1,517,123 
Net income—— — — — 12,856 — 12,856 
Issuance of common stock, net of issuance costs of $426562,5214 29,647 — — — — 29,651 
Repurchase of common stock related to employee awards(4,510)— (240)— — — — (240)
Issuance of restricted stock20,501— — — — — — — 
Stock-based compensation—— 1,573 — — — — 1,573 
Common stock dividends ($0.27 per share)—— — — — (18,314)— (18,314)
Deposits to deferred compensation plan(135,494)— 7,346 135,494 (7,346)— — 0 
Other comprehensive income—— — — — — 73 73 
Balance as of March 31, 202067,695,805$677 $1,552,592 135,494 $(7,346)$(2,837)$(364)$1,542,722 
Net income—— — — — 30,704 — 30,704 
Issuance of common stock, net of issuance costs of $630630,4907 32,068 —— — — 32,075 
Forfeiture of common stock related to employee awards(352)— — —— — — — 
Stock-based compensation—— 2,197 —— — — 2,197 
Common stock dividends ($0.27 per share)—— — —— (18,478)— (18,478)
Deposits to deferred compensation plan(3,730)— 200 3,730(200)— — 0 
Other comprehensive income—— — —— — 46 46 
Balance as of June 30, 202068,322,213$684 $1,587,057 139,224$(7,546)$9,389 $(318)$1,589,266 

The accompanying condensed notes are an integral part of these consolidated financial statements.
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Terreno Realty Corporation
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 For the Six Months Ended June 30,
 20212020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$33,635 $43,560 
Adjustments to reconcile net income to net cash provided by operating activities
Straight-line rents(3,591)(1,218)
Amortization of lease intangibles(3,071)(2,748)
Depreciation and amortization23,344 22,559 
Gain on sales of real estate investments0 (17,750)
Deferred financing cost amortization747 692 
Deferred senior secured loan fee amortization0 (57)
Stock-based compensation4,647 4,495 
Changes in assets and liabilities
Other assets(4,811)(3,111)
Accounts payable and other liabilities8,324 (1,049)
Net cash provided by operating activities59,224 45,373 
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for property acquisitions(160,031)(40,374)
Proceeds from sales of real estate investments, net0 49,690 
Additions to construction in progress(3,021)(4,742)
Additions to buildings, improvements and leasing costs(20,362)(14,953)
Repayments on senior secured loan0 15,915 
Net cash (used in) provided by investing activities(183,414)5,536 
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock112,613 55,492 
Issuance costs on issuance of common stock(1,606)(805)
Repurchase of common stock related to employee awards(582)(240)
Borrowings on credit facility25,000 0 
Payments on credit facility(25,000)0 
Payments on mortgage loan payable(11,271)(32,846)
Payment of deferred financing costs(131)0 
Dividends paid to common stockholders(39,961)(36,465)
Net cash provided by (used in) financing activities59,062 (14,864)
Net (decrease) increase in cash and cash equivalents and restricted cash(65,128)36,045 
Cash and cash equivalents and restricted cash at beginning of period107,836 112,739 
Cash and cash equivalents and restricted cash at end of period$42,708 $148,784 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest, net of capitalized interest7,612 8,394 
Supplemental disclosures of non-cash transactions
     Accounts payable related to capital improvements16,131 9,426 
              Non-cash issuance of common stock to the deferred compensation plan(7,651)(7,546)
Lease liability arising from recognition of right-of-use asset424 523 
     Reconciliation of cash paid for property acquisitions
Acquisition of properties167,660 41,057 
Assumption of other assets and liabilities(7,629)(683)
Net cash paid for property acquisitions$160,031 $40,374 
The accompanying condensed notes are an integral part of these consolidated financial statements.
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Terreno Realty Corporation
Condensed Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Organization
Terreno Realty Corporation (“Terreno”, and together with its subsidiaries, the “Company”) acquires, owns and operates industrial real estate in 6 major coastal U.S. markets: Los Angeles, Northern New Jersey/New York City, San Francisco Bay Area, Seattle, Miami, and Washington, D.C. All square feet, acres, occupancy and number of properties disclosed in these condensed notes to the consolidated financial statements are unaudited. As of SeptemberJune 30, 2020,2021, the Company owned 219234 buildings aggregating approximately 13.113.8 million square feet, 2227 improved land parcels consisting of approximately 85.097.6 acres and 1 property3 properties under redevelopment expected to contain approximately 0.20.4 million square feet upon completion.
The Company is an internally managed Maryland corporation and elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2010.
Note 2. Significant Accounting Policies
Basis of Presentation. The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. In management’s opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The interim consolidated financial statements include all of the Company’s accounts and its subsidiaries and all intercompany balances and transactions have been eliminated in consolidation. The financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 20192020, and the notes thereto, which was filed with the Securities and Exchange Commission on February 6, 2020.10, 2021.
Use of Estimates. The preparation of the interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Capitalization of Costs. The Company capitalizes costs directly related to the redevelopment, renovation and expansion of its investment in real estate. Costs associated with such projects are capitalized as incurred. If the project is abandoned, these costs are expensed during the period in which the redevelopment, renovation or expansion project is abandoned. Costs considered for capitalization include, but are not limited to, construction costs, interest, real estate taxes and insurance, if appropriate. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress. In the event that the activities to ready the asset for its intended use are suspended, the capitalization period will cease until such activities are resumed. Costs incurred for maintaining and repairing properties, which do not extend their useful lives, are expensed as incurred.
Interest is capitalized based on actual capital expenditures from the period when redevelopment, renovation or expansion commences until the asset is ready for its intended use, at the weighted average borrowing rate during the period.
Investments in Real Estate. Investments in real estate, including tenant improvements, leasehold improvements and leasing costs, are stated at cost, less accumulated depreciation, unless circumstances indicate that the cost cannot be recovered, in which case, an adjustment to the carrying value of the property is made to reduce it to its estimated fair value. The Company also reviews the impact of above and below-market leases, in-place leases and lease origination costs for acquisitions and records an intangible asset or liability accordingly.
Impairment. Carrying values for financial reporting purposes are reviewed for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. Examples of such events or changes in circumstances may include classifying an asset to be held for sale, changing the intended hold period or when an asset remains vacant significantly longer than expected. The intended use of an asset either held for sale or held for use can significantly impact how impairment is measured. If an asset is intended to be held for the long-term, the recoverability is based on the undiscounted future cash flows. If the asset carrying value is not supported on an undiscounted future cash flow basis, then the asset carrying value is measured against the lower of cost or the present value of expected cash
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flows over the expected hold period. An impairment charge to earnings is recognized for the excess of the asset’s carrying value over the lower of cost or the present values of expected cash flows over the expected hold period. If an asset is intended to be sold, impairment is determined using the estimated fair value less costs to sell. The estimation of expected future net cash flows is inherently uncertain and relies on assumptions, among other things, regarding current and future economic and market conditions and the availability of capital. The Company determines the estimated fair values based on its assumptions regarding rental rates, lease-up and holding periods, as well as sales prices. When available, current market information is used to determine capitalization and rental growth rates. If available, current comparative sales values may also be used to establish fair value. When market information is not readily available, the inputs are based on the Company’s understanding of market conditions and the experience of the Company’s management team. Actual results could differ significantly from the Company’s estimates. The discount rates used in the fair value estimates represent a rate commensurate with the indicated holding period with a premium layered on for risk. There were 0 impairment charges recorded to the carrying values of the Company’s properties during the three or ninesix months ended SeptemberJune 30, 20202021 or 2019.
Loans Held-for-Investment. Loans that are held-for-investment are carried at cost, net of loan fees and origination costs, as applicable, unless the loans are deemed impaired. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of loans that are held-for-investment. Prior to the adoption of ASC Topic 326, Financial Instruments - Credit Losses (“ASC 326”), the Company evaluated its senior secured loan (the “Senior Secured Loan”), which was classified as held-for-investment, for impairment quarterly. If the Senior Secured Loan was considered to be impaired, the Company would record an allowance through the provision for Senior Secured Loan losses to reduce the carrying value of the Senior Secured Loan to the present value of expected future cash flows discounted at the Senior Secured Loan’s contractual effective rate or the fair value of the collateral, if repayment was expected solely from the collateral. Actual losses, if any, could differ significantly from the Company’s estimates. The Senior Secured Loan was fully repaid in May 2020 and there were 0 impairment charges recorded to the carrying value of the Senior Secured Loan during both the three or nine months ended September 30, 2020 or 2019.
On January 1, 2020, the Company adopted ASC 326 on a prospective basis, which had no material impact to the Company's consolidated financial statements. ASC 326 replaces the current “incurred loss” model with an “expected loss” model that requires consideration of a broader range of information used under the incurred losses model. Under ASC 326, the Company is required to re-evaluate the expected loss of its loans portfolio at each balance sheet date. For the three and nine months ended September 30, 2020, the Company had no allowances for loan losses.2020.
Property Acquisitions. In accordance with Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the integrated set of assets and activities is not considered a business. To be a business, the set of acquired activities and assets must include inputs and one or more substantive processes that together contribute to the ability to create outputs. The Company has determined that its real estate property acquisitions will generally be accounted for as asset acquisitions under the clarified definition. Upon acquisition of a property the Company estimates the fair value of acquired tangible assets (consisting generally of land, buildings and improvements) and intangible assets and liabilities (consisting generally of the above and below-market leases and the origination value of all in-place leases). The Company determines fair values using Level 3 inputs such as replacement cost, estimated cash flow projections and other valuation techniques and applying appropriate discount and capitalization rates based on available market information. Mortgage loans assumed in connection with acquisitions are recorded at their fair value using current market interest rates for similar debt at the date of acquisition. Acquisition-related costs associated with asset acquisitions are capitalized to individual tangible and intangible assets and liabilities assumed on a relative fair value basis and acquisition-related costs associated with business combinations are expensed as incurred.
The fair value of the tangible assets is determined by valuing the property as if it were vacant. Land values are derived from current comparative sales values, when available, or management’s estimates of the fair value based on market conditions and the experience of the Company’s management team. Building and improvement values are calculated as replacement cost less depreciation, or management’s estimates of the fair value of these assets using discounted cash flow analyses or similar methods. The fair value of the above and below-market leases is based on the present value of the difference between the contractual amounts to be received pursuant to the acquired leases (using a discount rate that reflects the risks associated with the acquired leases) and the Company’s estimate of the market lease rates measured over a period equal to the remaining term of the leases plus the term of any below-market fixed rate renewal options. The above and below-market lease values are amortized to rental revenues over the remaining initial term plus the term of any below-market fixed rate renewal options that are considered bargain renewal options of the respective leases. The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $1.6 million and $1.3 million for both the three months ended SeptemberJune 30, 2021 and 2020, and 2019,respectively, and approximately $4.1$3.1 million and $3.2$2.7 million for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively. The origination value of in-place leases is based on costs to execute similar leases, including
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commissions and other related costs. The origination value of in-place leases also includes real estate taxes, insurance and an estimate of lost rental revenue at market rates during the estimated time required to lease up the property from vacant to the occupancy level at the date of acquisition. The remaining weighted average lease term related to these intangible assets and liabilities as of SeptemberJune 30, 2020 is 8.12021 was 7.6 years. As of SeptemberJune 30, 20202021 and December 31, 2019,2020, the Company’s intangible assets and liabilities, including properties held for sale (if any), consisted of the following (dollars in thousands):
September 30, 2020December 31, 2019 June 30, 2021December 31, 2020
GrossAccumulated
Amortization		NetGrossAccumulated
Amortization		Net GrossAccumulated
Amortization		NetGrossAccumulated
Amortization		Net
In-place leasesIn-place leases$82,377 $(62,621)$19,756 $84,425 $(59,504)$24,921 In-place leases$92,717 $(68,668)$24,049 $85,026 $(64,668)$20,358 
Above-market leasesAbove-market leases3,833 (3,678)155 4,169 (3,853)316 Above-market leases3,842 (3,737)105 3,833 (3,697)136 
Below-market leasesBelow-market leases(44,378)19,804 (24,574)(44,099)15,972 (28,127)Below-market leases(52,192)23,824 (28,368)(45,798)21,190 (24,608)
TotalTotal$41,832 $(46,495)$(4,663)$44,495 $(47,385)$(2,890)Total$44,367 $(48,581)$(4,214)$43,061 $(47,175)$(4,114)
Depreciation and Useful Lives of Real Estate and Intangible Assets. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the related assets or liabilities. The following table reflects the standard depreciable lives typically used to compute depreciation and amortization. However, such depreciable lives may be different
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based on the estimated useful life of such assets or liabilities.
Description  Standard Depreciable Life
Land  Not depreciated
Building  40 years
Building Improvements  5-40 years
Tenant Improvements  Shorter of lease term or useful life
Leasing Costs  Lease term
In-place Leases  Lease term
Above/Below-Market Leases  Lease term
Held for Sale Assets. The Company considers a property to be held for sale when it meets the criteria established under Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment (See “Note 5 - Held for Sale/Disposed Assets”). Properties held for sale are reported at the lower of the carrying amount or fair value less estimated costs to sell and are not depreciated while they are held for sale.
Cash and Cash Equivalents. Cash and cash equivalents consists of cash held in a major banking institution and other highly liquid short-term investments with original maturities of three months or less. Cash equivalents are generally invested in U.S. government securities, government agency securities or money market accounts.
Restricted Cash. Restricted cash includes cash held in escrow in connection with property acquisitions and reserves for certain capital improvements, leasing, interest and real estate tax and insurance payments as required by certain mortgage loan obligations.
The following summarizes the reconciliation of cash and cash equivalents and restricted cash as presented in the accompanying consolidated statements of cash flows (dollars in thousands):
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For the Nine Months Ended September 30,For the Six Months Ended June 30,
2020201920212020
BeginningBeginningBeginning
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period$110,082 $31,004 Cash and cash equivalents at beginning of period$107,180 $110,082 
Restricted cashRestricted cash2,657 3,475 Restricted cash656 2,657 
Cash and cash equivalents and restricted cashCash and cash equivalents and restricted cash112,739 34,479 Cash and cash equivalents and restricted cash107,836 112,739 
EndingEndingEnding
Cash and cash equivalents at end of periodCash and cash equivalents at end of period155,324 54,553 Cash and cash equivalents at end of period39,955 148,269 
Restricted cashRestricted cash690 2,862 Restricted cash2,753 515 
Cash and cash equivalents and restricted cashCash and cash equivalents and restricted cash156,014 57,415 Cash and cash equivalents and restricted cash42,708 148,784 
Net increase in cash and cash equivalents and restricted cash$43,275 $22,936 
Net (decrease) increase in cash and cash equivalents and restricted cashNet (decrease) increase in cash and cash equivalents and restricted cash$(65,128)$36,045 
Revenue Recognition. The Company records rental revenue from operating leases on a straight-line basis over the term of the leases and maintains an allowance for estimated losses that may result from the inability of its tenants to make required payments. If tenants fail to make contractual lease payments that are greater than the Company’s allowance for doubtful accounts, security deposits and letters of credit, then the Company may have to recognize additional doubtful account charges in future periods. The Company monitors the liquidity and creditworthiness of its tenants on an on-going basis by reviewing their financial condition periodically as appropriate. Each period the Company reviews its outstanding accounts receivable, including straight-line rents, for doubtful accounts and provides allowances as needed. The Company also records lease termination fees when a tenant has executed a definitive termination agreement with the Company and the payment of the termination fee is not subject to any conditions that must be met or waived before the fee is due to the Company. If a tenant remains in the leased space following the execution of a definitive termination agreement, the applicable termination will be deferred and recognized over the term of such tenant’s occupancy. Tenant expense reimbursement income includes payments and amounts due from tenants pursuant to their leases for real estate taxes, insurance and other recoverable property operating expenses and is recognized as revenues during the same period the related expenses are incurred. Consistent with the Financial Accounting Standards Board staff question-and-answer document released on April 10, 2020, the Company elected to account for lease concessions related to the effects of the novel coronavirus ("COVID-19") as though no lease modification was made in instances where total contractual lease payments over the term of the lease were unchanged. Due to the effects of COVID-19, the future contractual lease payments of certain of the Company's tenants were not probable and as such, approximately $0.2 million and $1.1 million of straight-line rent receivables were reversed during the three and nine months ended September 30, 2020, respectively.
As of SeptemberJune 30, 20202021 and December 31, 2019,2020, approximately $28.1$34.9 million and $27.4$32.5 million, respectively, of straight-line rent and accounts receivable, net of allowances of approximately $1.3 million and $0.2$0.9 million as of SeptemberJune 30, 20202021 and
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December 31, 2019,2020, respectively, were included as a component of other assets in the accompanying consolidated balance sheets.
Effective January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”), using the modified retrospective approach, which requires a cumulative effect adjustment as of the date of the Company’s adoption. Under the modified retrospective approach, an entity may also elect to apply this standard to either (i) all contracts as of January 1, 2018 or (ii) only to contracts that were not completed as of January 1, 2018. A completed contract is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP that was in effect before the date of initial application. The Company elected to apply this standard only to contracts that were not completed as of January 1, 2018. Based on the Company’s evaluation of contracts within the scope of ASU No. 2014-09, the guidance impacts revenue related to the sales of real estate, which is evaluated in conjunction with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”) (see below).
Effective January 1, 2018, the Company adopted the guidance of ASC 610-20, which applies to sales or transfers to noncustomers of nonfinancial assets or in substance nonfinancial assets that do not meet the definition of a business. Generally, the Company’s sales of real estate would be considered a sale of a nonfinancial asset as defined by ASC 610-20. ASC 610-20 refers to the revenue recognition principles under ASU No. 2014-09 (see above). Under ASC 610-20, if the Company determines it does not have a controlling financial interest in the entity that holds the asset and the arrangement meets the criteria to be accounted for as a contract, the Company will derecognize the asset and recognize a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer. As a result of adoption of the standard, there was no material impact to the Company’s consolidated financial statements.
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Deferred Financing Costs. Costs incurred in connection with financings are capitalized and amortized to interest expense using the effective interest method over the term of the related loan. Deferred financing costs associated with the Company’s revolving credit facility are classified as an asset, as a component of other assets in the accompanying consolidated balance sheets, and deferred financing costs associated with debt liabilities are reported as a direct deduction from the carrying amount of the debt liability in the accompanying consolidated balance sheets. Deferred financing costs related to the revolving credit facility and debt liabilities are showncarried at cost, net of accumulated amortization in the aggregate of approximately $9.1$10.0 million and $8.3$9.4 million as of SeptemberJune 30, 20202021 and December 31, 2019,2020, respectively.
Income Taxes. The Company elected to be taxed as a REIT under the Code and operates as such beginning with its taxable year ended December 31, 2010. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to its stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. If it fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the IRS grants it relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. However, the Company believes it is organized and operates in such a manner as to qualify for treatment as a REIT.
ASC 740-10, Income Taxes (“ASC 740-10”), provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740-10 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold are recorded as a tax expense in the current year. As of SeptemberJune 30, 20202021 and December 31, 2019,2020, the Company did not have any unrecognized tax benefits and does not believe that there will be any material changes in unrecognized tax positions over the next 12 months. The Company’s tax returns are subject to examination by federal, state and local tax jurisdictions, beginning with the 2010 calendar year.which as of June 30, 2021 include years 2017 to 2020 for federal purposes.
Stock-Based Compensation and Other Long-Term Incentive Compensation. The Company follows the provisions of ASC 718, Compensation-Stock Compensation, to account for its stock-based compensation plan, which requires that the compensation cost relating to stock-based payment transactions be recognized in the financial statements and that the cost be measured on the fair value of the equity or liability instruments issued. The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) provides for the grant of restricted stock awards, performance share awards, unrestricted shares or any combination of the foregoing. Stock-based compensation is recognized as a general and administrative expense in the accompanying consolidated statements of operations and measured at the fair value of the award on the date of grant. The Company estimates the forfeiture rate based on historical experience as well as expected behavior. The amount of the expense may be subject to adjustment in future periods depending on the specific characteristics of the stock-based award.
In addition, the Company has awarded long-term incentive target awards (the “Performance Share awards”) under its Amended and Restated Long-Term Incentive Plan (as amended and restated the “Amended LTIP”), which the Company amended and restated on January 8, 2019, to its executives that may be payable in shares of the Company’s common stock after the conclusion of each preestablished performance measurement period, which is generally three years. The amount that may be earned is variable depending on the relative total shareholder return of the Company’s common stock as compared to the total shareholder return of the MSCI U.S. REIT Index (RMS) and the FTSE Nareit Equity Industrial Index over the pre-established performance measurement period. Under the Amended LTIP, each participant’s Performance Share award granted on or after January 1, 2019 will be expressed as a number of shares of common stock and settled in shares of common stock. Target awards were previously expressed as a dollar amount and settled in shares of common stock. Commencing with Performance Share awards granted on or after January 1, 2019, the grant date fair value of the Performance Share awards will be determined under current accounting treatment using a Monte Carlo simulation model on the date of grant and recognized on a straight-line basis over the performance period. For Performance Share awards granted prior to January 1, 2019, the Company estimates the fair value of the Performance Share awards using a Monte Carlo simulation model on the date of grant and at each reporting period. The Performance Share awards granted prior to January 1, 2019 are recognized as compensation expense over the requisite performance period based on the fair value of the Performance Share awards at the balance sheet date, which varies quarter to quarter based on the Company’s relative share price performance, and are included as a component of performance share awards payable in the accompanying consolidated balance sheets.
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Use of Derivative Financial Instruments. ASC 815, Derivatives and Hedging (See “Note 9 – Derivative Financial Instruments”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why the Company uses derivative instruments, (b) how
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the Company accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect the Company’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments.
The Company records all derivatives on the accompanying consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
Fair Value of Financial Instruments. ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) (See “Note 10 - Fair Value Measurements”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also provides guidance for using fair value to measure financial assets and liabilities. ASC 820 requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3).
Segment Disclosure. ASC 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. The Company has determined that it has 1 reportable segment, with activities related to investing in real estate. The Company’s investments in real estate are geographically diversified and the chief operating decision makers evaluate operating performance on an individual asset level. As each of the Company’s assets has similar economic characteristics, the assets have been aggregated into one1 reportable segment.
Note 3. Concentration of Credit Risk
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. The Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. However, the Company’s management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
As of SeptemberJune 30, 2020,2021, the Company owned 6263 buildings aggregating approximately 3.6 million square feet and 9 land parcels consisting of approximately 48.8 acres located in Northern New Jersey/New York City, which accounted for a combined percentage of approximately 29.2%28.8% of its annualized base rent. Such annualized base rent percentages are based on contractual base rent from leases in effect as of SeptemberJune 30, 2020,2021, excluding any partial or full rent abatements.
Other real estate companies compete with the Company in its real estate markets. This results in competition for tenants to occupy space. The existence of competing properties could have a material impact on the Company’s ability to lease space and on the level of rent that can be achieved. The Company had no tenant that accounted for greater than 10% of the Company's annualized base rent as of SeptemberJune 30, 2020.2021.
Note 4. Investments in Real Estate
During the three months ended SeptemberJune 30, 2020,2021, the Company acquired 16 industrial building containing approximately 22,000 square feet. Theproperties with a total initial investment, including acquisition costs, wasof approximately $6.5$57.8 million, of which $3.7$44.0 million was recorded to land, $2.3$9.8 million to buildings and improvements, and $0.5$4.0 million to intangible assets. Additionally, the Company assumed $0.1$2.2 million in intangible liabilities.
During the nine months ended September 30, 2020, the Company acquired 3 industrial buildings containing approximately 101,000 square feet and 2 improved land parcels containing approximately 5.5 acres. The total aggregate initial investment,
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During the six months ended June 30, 2021, the Company acquired 10 industrial properties with a total initial investment, including acquisition costs, wasof approximately $47.6$167.7 million, of which $34.8$107.7 million was recorded to land, $11.0$51.6 million to buildings and improvements, and $1.8$8.4 million to intangible assets. Additionally, the Company assumed $0.7$7.8 million in intangible liabilities.
The Company recorded revenues and net income for the three months ended SeptemberJune 30, 2021 of approximately $2.0 million and $0.7 million, respectively, and recorded revenues and net income for the six months ended June 30, 2021 of approximately $2.5 million and $1.0 million, respectively, related to the 2021 acquisitions.
During the three months ended June 30, 2020, the Company acquired 2 industrial properties with a total initial investment, including acquisition costs, of approximately $10.5 million, of which $9.0 million was recorded to land, $1.2 million to buildings and improvements, and $0.3 million to intangible assets. Additionally, the Company assumed $0.1 million in liabilities.
During the six months ended June 30, 2020, the Company acquired 4 industrial properties with a total initial investment, including acquisition costs, of approximately $41.1 million, of which $30.9 million was recorded to land, $8.9 million to buildings and improvements, and $1.3 million to intangible assets. Additionally, the Company assumed $0.7 million in liabilities.
The Company recorded revenues and net income for the three months ended June 30, 2020 of approximately $0.8$0.5 million and $0.4 million, respectively, and recorded revenues and net income for the ninesix months ended SeptemberJune 30, 2020 of approximately $1.5$0.6 million and $0.7$0.5 million, respectively, related to the 2020 acquisitions.
During the three months ended September 30, 2019, the Company acquired 11 industrial buildings containing approximately 442,000 square feet and 1 improved land parcel containing approximately 2.0 acres. The total aggregate initial investment, including acquisition costs, was approximately $148.3 million, of which $118.6 million was recorded to land, $25.4 million to buildings and improvements, and $4.3 million to intangible assets. Additionally, the Company assumed $3.5 million in intangible liabilities.
During the nine months ended September 30, 2019, the Company acquired 15 industrial buildings containing approximately 608,000 square feet, and 3 improved land parcels containing approximately 21.7 acres. The total aggregate initial investment, including acquisition costs, was approximately $267.7 million, of which $213.0 million was recorded to land, $43.2 million to buildings and improvements, and $11.5 million to intangible assets. Additionally, the Company assumed $9.9 million in intangible liabilities.
The Company recorded revenues and net income for the three months ended September 30, 2019 of approximately $2.4 million and $0.9 million, respectively, and recorded revenues and net income for the nine months ended September 30, 2019 of approximately $3.8 million and $1.6 million, respectively, related to the 2019 acquisitions.
The above assets and liabilities were recorded at fair value, which uses Level 3 inputs. The properties were acquired from unrelated third parties using existing cash on hand, proceeds from property sales and the issuance of common stock and borrowings on the revolving credit facility.
As of SeptemberJune 30, 2020,2021, the Company had 1 property3 properties under redevelopment expected to contain approximately 0.20.4 million square feet upon completion with a total expected investment of approximately $63.3$91.6 million, including redevelopment costs, capitalized interest and other costs of approximately $61.2 million. During the third quarter of 2020, the Company completed redevelopment of its Kent 192 property in Seattle, Washington, an approximately 0.2 million square foot redevelopment property. The total investment was approximately $33.9 million.costs. The Company capitalized interest associated with redevelopment and expansion activities of approximately $0.4$0.1 million and $0.9$0.4 million, respectively, during the three months ended SeptemberJune 30, 2021 and 2020 and 2019 and approximately $1.5$0.1 million and $2.5$1.0 million, respectively, during the ninesix months ended SeptemberJune 30, 20202021 and 2019.2020.
Note 5. Held for Sale/Disposed Assets
The Company considers a property to be held for sale when it meets the criteria established under ASC 360, Property, Plant, and Equipment. Properties held for sale are reported at the lower of the carrying amount or fair value less estimated costs to sell and are not depreciated while they are held for sale. As of SeptemberJune 30, 2020,2021, the Company had no properties held for sale.
During the ninethree and six months ended SeptemberJune 30, 2021, the Company had no property sales and no properties considered held for sale.
During the six months ended June 30, 2020, the Company sold 3 properties located in the Washington, D.C. market for a total aggregate sales price of approximately $51.3 million, resulting in a gain of approximately $17.8 million and 1 property located in the Miami market for a sales price of approximately $22.2 million, resulting in a gain of approximately $9.0 million.
During the nine months ended September 30, 2019, the Company sold 1 property located in the Los Angeles market for a sales price of approximately $12.4 million, resulting in a gain of approximately $4.5 million and 1 property located in the Miami market for a sales price of approximately $14.0 million, resulting in a gain of $1.8 million.
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Note 6. Senior Secured Loan
The Company had a Senior Secured Loansenior secured loan outstanding to a borrower that bore interest at a fixed annual interest rate of 8.0%. The Senior Senior Secured Loan and was fully repaid in May 2020 and2020. The senior secured loan was secured by a portfolio of 6 improved land parcels located primarily in Newark, New Jersey. As of September 30, 2020 and December 31, 2019, there was approximately $0 and $15.9 million, respectively, net of deferred loan fees of approximately $0 and $0.1 million, respectively, outstanding on the Senior Secured Loan and approximately $0 and $0.3 million, respectively, of interest receivable outstanding on the Senior Secured Loan. Interest receivable is included as a component of other assets in the accompanying consolidated balance sheets.
Note 7. Debt
As of SeptemberJune 30, 2020,2021, the Company had $50.0 million of senior unsecured notes that mature in September 2022, $100.0 million of senior unsecured notes that mature in July 2024, $50.0 million of senior unsecured notes that mature in July 2026, $50.0 million of senior unsecured notes that mature in October 2027 and $100.0 million of senior unsecured notes that mature in December 2029 (collectively, the “Senior Unsecured Notes”), and a credit facility (the “Facility”), which consists of a $250.0 million unsecured revolving credit facility that matures in October 2022 and a $100.0 million term loan that matures in January 2022. As of both SeptemberJune 30, 20202021 and December 31, 2019,2020, there were 0 borrowings outstanding on the revolving credit facility
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and $100.0 million of borrowings outstanding on the term loan. As of SeptemberJune 30, 2021, the Company had no interest rate caps. As of December 31, 2020, the Company had 1 interest rate cap to hedge the variable cash flows associated with $50.0 million of its $100.0 million variable-rate term loan. As of December 31, 2019, the Company had 2 interest rate caps to hedge the variable cash flows associated with its existing $100.0 million variable-rate term loan.loan, which expired on May 4, 2021. See “Note 9 - Derivative Financial Instruments” for more information regarding the Company’s interest rate caps.cap.
The aggregate amount of the Facility may be increased to a total of up to $600.0 million, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts. Outstanding borrowings under the Facility are limited to the lesser of (i) the sum of the $100.0 million term loan and the $250.0 million revolving credit facility, or (ii) 60.0% of the value of the unencumbered properties. Interest on the Facility, including the term loan, is generally to be paid based upon, at the Company’s option, either (i) LIBOR plus the applicable LIBOR margin or (ii) the applicable base rate which is the greatest of the administrative agent’s prime rate, 0.50% above the federal funds effective rate, or thirty-day LIBOR plus the applicable LIBOR margin for LIBOR rate loans under the Facility plus 1.25%. The applicable LIBOR margin will range from 1.05% to 1.50% (1.05% as of SeptemberJune 30, 2020)2021) for the revolving credit facility and 1.20% to 1.70% (1.20% as of SeptemberJune 30, 2020)2021) for the $100.0 million term loan, that matures in January 2022, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value. The Facility requires quarterly payments of an annual facility fee in an amount ranging from 0.15% to 0.30%, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value.
The Facility and the Senior Unsecured Notes are guaranteed by the Company and by substantially all of the current and to-be-formed subsidiaries of the Company that own an unencumbered property. The Facility and the Senior Unsecured Notes are unsecured by the Company’s properties or by interests in the subsidiaries that hold such properties. The Facility and the Senior Unsecured Notes include a series of financial and other covenants with which the Company must comply. The Company was in compliance with the covenants under the Facility and the Senior Unsecured Notes as of SeptemberJune 30, 20202021 and December 31, 2019.2020.
During the six months ended June 30, 2021, the Company fully repaid its $11.3 million mortgage loan payable. As of September 30,December 31, 2020, the Company had 1this mortgage loan payable, net of deferred financing costs, totalingtotaled approximately $11.4$11.3 million, whichand bore interest at a weighted average fixed annual rate of 5.5%. The mortgage loan payable iswas collateralized by 1 property, is non-recourse and requires monthly interest and principal payments until it matures in April 2021.one property. As of December 31, 2019, the Company had 2 mortgage loans payable, net of deferred financing costs, totaling approximately $44.3 million, which bore interest at a weighted average fixed annual interest rate of 4.1%. As of September 30, 2020, and December 31, 2019, the total gross book value of the propertiesproperty securing the debt was approximately $32.7 million and $114.9 million, respectively.million. As of June 30, 2021, the Company did not have any encumbered properties.
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The scheduled principal payments of the Company’s debt as of SeptemberJune 30, 20202021 were as follows (dollars in thousands):

Credit
Facility		Term LoanSenior
Unsecured
Notes		Mortgage
Loan
Payable		Total Debt
2020 (3 months)$0$0$0$155$155
202100011,23311,233
20220100,00050,0000150,000
202300000
202400100,0000100,000
Thereafter00200,0000200,000
Total debt0100,000350,00011,388461,388
Deferred financing costs, net0(261)(2,034)(10)(2,305)
Total debt, net$0$99,739$347,966$11,378$459,083
Weighted average interest raten/a1.4 %3.8 %5.5 %3.3 %

Credit
Facility		Term LoanSenior
Unsecured
Notes		Total Debt
2021 (6 months)$0$0$0$0
20220100,00050,000150,000
20230000
202400100,000100,000
20250000
Thereafter00200,000200,000
Total debt0100,000350,000450,000
Deferred financing costs, net0(104)(1,742)(1,846)
Total debt, net$0$99,896$348,258$448,154
Weighted average interest raten/a1.3 %3.8 %3.3 %
Note 8. Leasing
The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of SeptemberJune 30, 2020.2021. The schedule does not reflect future rental revenues from the renewal or replacement of existing leases and excludes property
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operating expense reimbursements (dollars in thousands):

2020 (3 months)$35,582 
2021123,189 
2022104,043 
202384,098 
202465,245 
Thereafter149,208 
Total$561,365 

2021 (6 months)$79,659 
2022151,161 
2023130,897 
2024111,378 
202591,399 
Thereafter205,306 
Total$769,800 
Note 9. Derivative Financial Instruments
Risk Management Objective of Using Derivatives
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company entersmay enter into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments aremay be used to manage differences in the amount, timing, and duration of its known or expected cash payments principally related to its borrowings.
Derivative Instruments
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to interest rate movements. To accomplish this objective, the Company primarily useshas historically used interest rate caps as part of its interest rate risk management strategy. Interest rate caps involve the receipt of variable amounts from a counterparty at the end of each period in which the interest rate exceeds the agreed fixed price. The Company does not use derivatives for trading or speculative purposes. The Company requires that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. As a result, there is no significant ineffectiveness from any of its derivative activities.
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The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative that is designated and that qualifies as a cash flow hedge, the effective portion of the change in fair value of the derivative is initially recorded in accumulated other comprehensive income (loss) (“AOCI”). Amounts recorded in AOCI are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.
As of September 30,December 31, 2020, the Company had 1one interest rate cap to hedge the variable cash flows associated with $50.0 million of its existing $100.0 million variable-rate term loan.loan, that expired on May 4, 2021. The cap hashad a notional value of $50.0 million and will effectively capcapped the annual interest rate payable at 4.0% plus 1.20% to 1.70%, depending on leverage, with respect to $50.0 million for the period from December 1, 2014 (effective date) to May 4, 2021. The Company previously had an additional interest rate cap with a notional value of $50.0 million (which expired on February 3, 2020) to hedge the variable cash flows associated with $50.0 million of its existing $100.0 million variable-rate term loan. TheUnder each interest rate cap, the Company iswas required to make certain monthly variable rate payments on the term loan, while the applicable counterparty iswas obligated to make certain monthly floating rate payments based on LIBOR to the Company in the event LIBOR iswas greater than 4.0%, referencing the same notional amount.
The Company records all derivative instruments on a gross basis in other assets on the accompanying consolidated balance sheets, and accordingly, there are no offsetting amounts that net assets against liabilities. The following table presents a summary of the Company’s derivative instruments designated as hedging instruments (dollars in thousands):
Derivative
Instrument		Effective
Date		Maturity
Date		Interest
Rate
Strike		Fair ValueNotional Amount
September 30, 2020December 31, 2019September 30, 2020December 31, 2019
Assets:
Interest rate cap12/1/20145/4/20214.0 %$0 $0 $50,000 $50,000 
Interest rate cap9/1/20152/3/20204.0 %0 0 0 50,000 
Total$0 $0 $50,000 $100,000 
The effective portion of changes in the fair value of derivatives designated and qualified as cash flow hedges is recorded in AOCI and will be reclassified to interest expense in the period that the hedged forecasted transaction affects earnings on the Company’s variable rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings into interest expense.
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The following table presents the effect of the Company’s derivative financial instruments on its accompanying consolidated statements of operations for the three and ninesix months ended SeptemberJune 30, 20202021 and 20192020 (dollars in thousands):
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Interest rate caps in cash flow hedging relationships:
Amount of gain recognized in AOCI on derivatives (effective portion)$0 $178 $0 $265 
Amount of gain reclassified from AOCI into interest expense (effective portion)$50 $178 $169 $265 
The Company estimates that approximately $0.3 million will be reclassified from AOCI as an increase to interest expense over the next twelve months.
For the Three Months Ended June 30,For the Six Months Ended June 30,
2021202020212020
Interest rate caps in cash flow hedging relationships:
Amount of gain recognized in AOCI on derivatives (effective portion)$0 $0 $0 $0 
Amount of gain reclassified from AOCI into interest expense (effective portion)$77 $46 $183 $119 
Note 10. Fair Value Measurements
ASC 820 requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3).
Recurring Measurements – Interest Rate Contracts
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Fair Value of Interest Rate Caps
Currently, the Company uses interest rate cap agreements to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. As of September 30, 2020, the Company applied the provisions of this standard to the valuation of its interest rate caps.
The following sets forth the Company’s financial instruments that are accounted for at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 (dollars in thousands):
 Fair Value Measurement Using
Total Fair ValueQuoted Price in
Active Markets for
Identical Assets
and Liabilities
(Level 1)		Significant
Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets
Interest rate caps at:
September 30, 2020$0 $0 $0 $0 
December 31, 2019$0 $0 $0 $0 
Financial Instruments Disclosed at Fair Value
As of SeptemberJune 30, 20202021 and December 31, 2019,2020, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated their carrying values because of the short-term nature of these investments or liabilities based on Level 1 inputs. The fair values of the Company’s derivative instruments were evaluated based on Level 2 inputs. The fair values of the Company’s mortgage loans payable and Senior Unsecured Notes were estimated by calculating the present value of principal and interest payments, based on borrowing rates available to the Company, which are Level 2 inputs, adjusted with a credit spread, as applicable, and assuming the loans are outstanding through maturity. The fair value of the Company’s Facility approximated its carrying value because the variable interest rates approximate market borrowing rates available to the Company, which are Level 2 inputs. The fair value of the Company’s Senior Secured Loan approximated its carrying value because the interest rate approximates the market lending rate available to the borrower, which is a Level 2 input.
The following table sets forth the carrying value and the estimated fair value of the Company’s Senior Secured Loan and debt as of SeptemberJune 30, 20202021 and December 31, 20192020 (dollars in thousands):
 Fair Value Measurement Using 
Total Fair ValueQuoted Price in
Active Markets
for Identical
Assets and
Liabilities
(Level 1)		Significant
Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)		Carrying Value
Assets
Senior secured loan at:
September 30, 2020$0 $0 $0 $0 $0 
December 31, 2019$15,915 $0 $15,915 $0 $15,858 
Liabilities
Debt at:
September 30, 2020$485,308 $0 $485,308 $0 $459,083 
December 31, 2019$503,028 $0 $503,028 $0 $491,575 

 Fair Value Measurement Using 
Total Fair ValueQuoted Price in
Active Markets
for Identical
Assets and
Liabilities
(Level 1)		Significant
Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)		Carrying Value
Liabilities
Debt at:
June 30, 2021$474,874 $0 $474,874 $0 $448,154 
December 31, 2020$481,809 $0 $481,809 $0 $459,118 
Note 11. Stockholders’ Equity
The Company’s authorized capital stock consists of 400,000,000 shares of common stock, $0.01 par value per share, and 100,000,000 shares of preferred stock, $0.01 par value per share. The Company has an at-the-market equity offering program (the “$300 Million ATM Program”) pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $300.0 million ($92.9273.2 million remaining as of SeptemberJune 30, 2020)2021) in amounts and at times to
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be determined by the Company from time to time. Prior to the implementation of the $300 Million ATM Program, the Company had a $250.0 million ATMprevious at-the-market equity offering program (the “$250"Previous $300 Million ATM Program”Program"), which was substantially utilized as of May 31, 2019June 10, 2021 and which is no longer active. Actual sales under the $300 Million ATM Program, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Company’s common stock, determinations by the Company of the appropriate sources of funding for the Company and potential uses of funding available to the Company. During the three and ninesix months ended SeptemberJune 30, 2020,2021, the Company issued an aggregate of 8,2501,084,294 and 1,054,5771,790,818 shares, respectively, of common stock at a weighted average offering price of $59.92$64.21 and $53.09$61.84 per share, respectively, under the Previous $300 Million ATM Program and the $300 Million ATM Program, resulting in net proceeds of approximately $0.5$68.6 million and $55.2$109.1 million, respectively, and paying total compensation to the applicable sales agents of approximately $7,000$1.0 million and $0.8$1.6 million, respectively. During the three and nine
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six months ended SeptemberJune 30, 2019,2020, the Company issued an aggregate of 1,458,630619,300 and 5,822,7011,046,327 shares, respectively, of common stock at a weighted average offering price of $50.28$52.81 and $45.40$53.04 per share, respectively, under the Previous $300 Million ATM Program and the $250 Million ATM Program, resulting in net proceeds of approximately $72.3$32.2 million and $260.5$54.7 million, respectively, and paying total compensation to the applicable sales agents of approximately $1.1$0.5 million and $3.8$0.8 million, respectively.
The Company has a share repurchase program authorizing the Company to repurchase up to 3,000,000 shares of its outstanding common stock from time to time through December 31, 2022 (extended from December 31, 2020 by the Board of Directors on November 3, 2020).2022. Purchases made pursuant to the program will be made in either the open market or in privately negotiated transactions as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. As of SeptemberJune 30, 2020,2021, the Company had not repurchased any shares of stock pursuant to its share repurchase program.
In connection with the Annual Meeting of Stockholders on May 5, 2020,4, 2021, the Company granted a total of 11,19010,362 shares of the Company's common unrestricted common stock to its independent directors under the 2019 Plan with a grant date fair value per share of $53.62.$63.70. The grant date fair value of the unrestricted common stock was determined using the closing price of the Company’s common stock on the date of the grant. The Company recognized approximately $0 and $0.6$0.7 million in compensation costs for both the three and ninesix months ended SeptemberJune 30, 2020, respectively,2021 related to this issuance.
In 2019, theThe Company establishedhas a Non-Qualified Deferred Compensation Plan (“Deferred Compensation Plan”) maintained for the benefit of select employees and members of the Company’s Board of Directors, in which certain of their cash and equity-based compensation may be deposited. Deferred Compensation Plan assets are held in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of bankruptcy or insolvency. The shares held in the Deferred Compensation Plan are classified within stockholders’ equity in a manner similar to the manner in which treasury stock is classified. Subsequent changes in the fair value of the shares are not recognized. During the three and nine months ended SeptemberJune 30, 2021 and 2020, 05,181 and 3,730 shares of common stock, respectively, and during the six months ended June 30, 2021 and 2020, 136,503 and 139,224 shares respectively, of common stock, respectively, were deposited into the Deferred Compensation Plan.
As of SeptemberJune 30, 2020,2021, there were 1,898,961 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or Performance Share awards under the 2019 Plan, of which 1,376,9061,074,159 were remaining available for issuance. The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to SeptemberJune 30, 20202021 ranged from $14.20 to $60.83. The fair value of the restricted stock that was granted during the ninesix months ended SeptemberJune 30, 20202021 was approximately $4.7$1.5 million and the vesting period for the restricted stock is typically between three toand five years. As of SeptemberJune 30, 2020,2021, the Company had approximately $8.5$8.0 million of total unrecognized compensation costs related to restricted stock issuances, which is expected to be recognized over a remaining weighted average period of approximately 4.03.2 years. The Company recognized compensation costs of approximately $0.6$0.7 million and $0.4 million for both the three months ended SeptemberJune 30, 2021 and 2020, and 2019, respectively, and approximately $2.0$1.3 million and $1.3$1.4 million for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively, related to the restricted stock issuances.
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The following is a summary of the total restricted shares granted to the Company’s executive officers and employees with the related weighted average grant date fair value share prices for the ninesix months ended SeptemberJune 30, 2020:2021:
Restricted Stock Activity:
SharesWeighted Average Grant
Date Fair Value
Non-vested shares outstanding as of December 31, 2020203,729 $50.19 
Granted25,654 59.29 
Forfeited(85)59.29 
Vested(13,336)43.04 
Non-vested shares outstanding as of June 30, 2021215,962 $51.71 
SharesWeighted Average Grant
Date Fair Value
Non-vested shares outstanding as of December 31, 2019426,770 $28.20 
Granted78,041 60.11 
Forfeited(5,146)51.58 
Vested(295,936)21.07 
Non-vested shares outstanding as of September 30, 2020203,729 $50.19 
The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of SeptemberJune 30, 2020:
Non-vested Shares Vesting ScheduleNumber of Shares
2020 (3 months)0 
202113,336 
202212,297 
202337,247 
202483,309 
Thereafter57,540 
Total Non-vested Shares203,729 
2021:
Non-vested Shares Vesting ScheduleNumber of Shares
2021 (6 months)0
202220,828
202345,770
202491,824
202557,540
Thereafter0
Total Non-vested Shares215,962 
Long-Term Incentive Plan:
As of SeptemberJune 30, 2020,2021, there are three3 open performance measurement periods for the Performance Share awards: January 1, 2018 to December 31, 2020, January 1, 2019 to December 31, 2021, and January 1, 2020 to December 31, 2022.2022, and January 1, 2021 to December 31, 2023. During the ninesix months ended SeptemberJune 30, 2020,2021, the Company issued 135,494131,322 shares of common stock at a price of $54.22$55.75 per share related to the Performance Share awards for the performance period from January 1, 20172018 to December 31, 2019.2020. The expense related to the open Performance Share awards granted prior to January 1, 2019 varies quarter to quarter based on the Company’s relative share price performance.
The following table summarizes certain information with respect to the Performance Share awards granted prior to January 1, 2019 (dollars in thousands):
Fair Value Performance Share PeriodMaximum Potential PayoutFair Value September 30, 2020Accrual September 30, 2020Expense for the Three Months Ended September 30,Expense for the Nine Months Ended September 30,
2020201920202019
January 1, 2018 - December 31, 2020$7,482 $5,968 $5,467 $398 $547 $1,123 $2,433 
January 1, 2017 - December 31, 20190 0 0 0 664 0 2,548 
Total$7,482 $5,968 $5,467 $398 $1,211 $1,123 $4,981 

Fair Value Performance Share PeriodFair Value June 30, 2021Accrual June 30, 2021Expense for the Three Months Ended June 30,Expense for the Six Months Ended June 30,
2021202020212020
January 1, 2018 - December 31, 2020$0 $0 $0 $119 $0 $725 
Under the Amended LTIP, which the Company amended and restated on January 8, 2019, each participant’s Performance Share target award for target awards granted on or after January 1, 2019 will be expressed as a number of shares of common stock and settled in shares of common stock. Target awards were previously expressed as a dollar amount and settled in shares of common stock. Commencing with Performance Share awards granted on or after January 1, 2019, the grant date fair value of the Performance Share awards will be determined under current accounting treatment using a Monte Carlo simulation model on the date of grant and recognized on a straight-line basis over the performance period.
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The following table summarizes certain information with respect to the Performance Share awards granted on or after January 1, 2019 (dollars in thousands):
Performance Share PeriodFair Value on Date of GrantExpense for the Three Months Ended September 30,Expense for the Nine Months Ended September 30,
2020201920202019
January 1, 2019 - December 31, 2021$4,829 $402 $402 $1,206 $1,207 
January 1, 2020 - December 31, 20225,572 464 0 1,394 0 
Total$10,401 $866 $402 $2,600 $1,207 
Performance Share PeriodFair Value on Date of GrantExpense for the Three Months Ended June 30,Expense for the Six Months Ended June 30,
2021202020212020
January 1, 2019 - December 31, 2021$4,829 $403 $402 $805 $804 
January 1, 2020 - December 31, 20225,572 465 465 929 930 
January 1, 2021 - December 31, 20235,469 455 0 911 0 
Total$15,870 $1,323 $867 $2,645 $1,734 
Dividends:
The following table sets forth the cash dividends paid or payable per share during the ninesix months ended SeptemberJune 30, 2020:
2021:
For the Three Months EndedSecurityDividend per
Share		Declaration DateRecord DateDate Paid
March 31, 2020Common stock$0.27 February 5, 2020March 27, 2020April 10, 2020
June 30, 2020Common stock$0.27 May 5, 2020June 30, 2020July 14, 2020
September 30, 20202021Common stock$0.29 August 4, 2020February 9, 2021October 2, 2020March 26, 2021October 16, 2020April 9, 2021
June 30, 2021Common stock$0.29 May 4, 2021June 30, 2021July 14, 2021

Note 12. Net Income (Loss) Per Share
Pursuant to ASC 260-10-45, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, unvested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The two-class method of computing earnings per share allocates earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s non-vested shares of restricted stock are considered participating securities since these share-based awards contain non-forfeitable rights to dividends irrespective of whether the awards ultimately vest or expire. The Company had 0 antidilutive securities or dilutive restricted stock awards outstanding for both the three and ninesix months ended SeptemberJune 30, 20202021 and 2019.2020.
In accordance with the Company’s policies of determining whether instruments granted in share-based payment transactions are participating securities and accounting for earnings per share, the net income (loss) per common share is adjusted for earnings distributed through declared dividends (if any) and allocated to all participating securities (weighted average common shares outstanding and unvested restricted shares outstanding) under the two-class method. Under this method, allocations were made to 291,893216,025 and 406,970438,595 of weighted average unvested restricted shares outstanding for the three months ended SeptemberJune 30, 20202021 and 2019,2020, respectively, and 387,990213,897 and 394,089436,567 of weighted average unvested restricted shares outstanding for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.
Performance Share awards which may be payable in shares of the Company’s common stock after the conclusion of each pre-established performance measurement period are included as contingently issuable shares in the calculation of diluted weighted average common shares of stock outstanding assuming the reporting period is the end of the measurement period, and the effect is dilutive. Diluted shares related to the Performance Share awards were 259,854228,177 and 294,570223,047 for the three and six months ended June 30, 2021, respectively, and 407,139 for both the three and ninesix months ended SeptemberJune 30, 2020 and 2019, respectively.2020.
Note 13. Commitments and Contingencies
Contractual Commitments. As of NovemberAugust 3, 2020,2021, the Company has 5 outstanding contracts with third-party sellers to acquire 3 buildings and 2 improved land parcels consisting of 8.3 acres7 industrial properties for a total aggregate anticipated purchase price of $42.5 million.$107.1 million There is no assurance that the Company will acquire the properties under contract because the proposed acquisitions are subject to due diligence and various closing conditions.
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The following table summarizes certain information with respect to the properties the Company has under contract:
MarketNumber of
Buildings		Square FeetPurchase Price (in
thousands)		Assumed Debt (in
thousands)
Los Angeles1
1 12,618 $14,300 $0 
Northern New Jersey/New York City1 16,159 10,625 0 
San Francisco Bay Area0 0 0 0 
Seattle1 38,883 11,737 0 
Miami2
0 0 5,800 0 
Washington, D.C.0 0 0 0 
Total3 67,660 $42,462 $0 
1 Includes 1 improved land parcel containing approximately 2.5 acres.
2 Includes 1 improved land parcel containing approximately 5.8 acres.
As of NovemberAugust 3, 2020,2021, the Company has executed 25 non-binding letterletters of intent with third-party sellers to acquire 45 industrial buildings consisting of approximately 125,000 square feet and 1 improved land parcel consisting of approximately 2.2 acresproperties for a total anticipated purchase price of approximately $25.6$59.9 million. In the normal course of its business,
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the Company enters into non-binding letters of intent to purchase properties from third parties that may obligate the Company to make payments or perform other obligations upon the occurrence of certain events, including the execution of a purchase and sale agreement and satisfactory completion of various due diligence matters. There can be no assurance that the Company will enter into a purchase and sale agreementagreements with respect to the propertythese properties or otherwise complete any such prospective purchasepurchases on the terms described or at all.
Note 14. Subsequent Events
The Company continues to work with its customers who have been forced to close or otherwise limit operations or whose businesses have been adversely impacted during the COVID-19 pandemic to, on a case-by-case basis, provide rent deferments. Through November 3, 2020, the Company has granted rent deferrals to 59 tenants aggregating approximately 2.6% of annualized base rent. No rent abatements were granted. For the 59 rent deferrals granted:

•13 tenants aggregating 0.1% of annualized base rent (5.4% of total deferrals) have completed their rent deferral period and have fully repaid the deferral amounts;

•34 tenants aggregating 2.2% of annualized base rent (82.3% of total deferrals) have not completed their rent deferral repayment period and are fulfilling the terms of their deferral agreements; and

•12 tenants aggregating 0.3% of annualized base rent (12.3% of total deferrals) have defaulted on their rent deferral repayments.
On October 26, 2020,July 14, 2021, the Company acquired 1 improved land parcel consisting of approximately 1.9 acres locatedindustrial property in Los Angeles, California,Hawthorne, CA, for a total purchase price of approximately $10.0$8.1 million. The property was acquired from an unrelated third-partythird party using existing cash on hand.
On NovemberJuly 14, 2021, the Company acquired 1 industrial property in Hialeah, FL, for a total purchase price of approximately $39.4 million. The property was acquired from an unrelated third party using existing cash on hand.
On July 15, 2021, the Company issued in a private placement (i) $100.0 million of senior guaranteed green notes (the “Series A Notes”) and (ii) $50.0 million of senior guaranteed notes (the “Series B Notes” and, together with the Series A Notes, the “Notes”). The Series A Notes bear interest at a fixed annual interest rate of 2.41% and mature in July 2028, and the Series B Notes bear interest at a fixed annual interest rate of 2.84% and mature in July 2031. The Notes are guaranteed by the Company and by substantially all of the current and to-be-formed subsidiaries of the borrower that own an unencumbered property. The Notes are unsecured by the Company’s properties or by interests in the subsidiaries that hold such properties. The Notes include a series of financial and other covenants with which the Company must comply.
On July 30, 2021, the Company acquired 1 industrial property in Orange, CA, for a total purchase price of approximately $9.3 million. The property was acquired from an unrelated third party using existing cash on hand.
On August 3, 2020,2021, the Company’s board of directors declared a cash dividend in the amount of $0.29$0.34 per share of its common stock payable on January 5,October 15, 2021 to the stockholders of record as of the close of business on December 15, 2020.October 1, 2021.
On November 3, 2020, the Company’s board of directors approved an extension of the share repurchase program which will authorize the Company to repurchase up to 3,000,000 shares of its outstanding common stock from time to time through December 31, 2022.
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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We caution investors that forward-looking statements are based on management’s beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “project”, “result”, “should”, “will”, “seek”, “target”, “see”, “likely”, “position”, “opportunity”, “outlook” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.
Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:
•the factors included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2019,2020, which was filed with the Securities and Exchange Commission on February 6, 2020,10, 2021, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020,2021, which was filed with the Securities and Exchange Commission on May 6, 2020,5, 2021, in ourthis Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which was filed with the Securities and Exchange Commission on August 5, 2020, and in our other public filings, which you should interpret as being heightened as a result of the numerous and ongoing adverse impacts of COVID-19;
•our ability to identify and acquire industrial properties on terms favorable to us;
•general volatility of the capital markets and the market price of our common stock;
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•adverse economic or real estate conditions or developments in the industrial real estate sector and/or in the markets in which we acquire properties;
•our dependence on key personnel and our reliance on third-party property managers;
•our inability to comply with the laws, rules and regulations applicable to companies, and in particular, public companies;
•our ability to manage our growth effectively;
•tenant bankruptcies and defaults on or non-renewal of leases by tenants;
•decreased rental rates or increased vacancy rates;
•increased interest rates and operating costs;
•the potential discontinuation of London Interbank Offered Rate (“LIBOR”);
•declining real estate valuations and impairment charges;
•our expected leverage, our failure to obtain necessary outside financing, and existing and future debt service obligations;
•our ability to make distributions to our stockholders;
•our failure to successfully hedge against interest rate increases;
•our failure to successfully operate acquired properties;
•risks relating to our real estate redevelopment, renovation and expansion strategies and activities;
•the ongoing impact of COVID-19 on the U.S., regional and global economies and the business, financial condition and results of operations of our Company and our tenants;
•our failure to qualify or maintain our status as a real estate investment trust (“REIT”), and possible adverse changes to tax laws;
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•uninsured or underinsured losses and costs relating to our properties or that otherwise result from future litigation;
•environmental uncertainties and risks related to natural disasters;
•financial market fluctuations; and
•changes in real estate and zoning laws and increases in real property tax rates.
Overview
Terreno Realty Corporation (“Terreno”, and together with its subsidiaries, “we”, “us”, “our”, “our Company”, or “the Company”) acquires, owns and operates industrial real estate in six major coastal U.S. markets: Los Angeles, Northern New Jersey/New York City, San Francisco Bay Area, Seattle, Miami, and Washington, D.C. We invest in several types of industrial real estate, including warehouse/distribution (approximately 82.2%81.0% of our annualized base rent as of SeptemberJune 30, 2020)2021), flex buildings (including light industrial and research and development, or R&D, approximately 5.2%5.1%), transshipment (approximately 5.3%5.8%), and improved land parcels (approximately 7.3%8.1%). We target functional buildings in infill locations that may be shared by multiple tenants and that cater to customer demand within the various submarkets in which we operate. Infill locations are geographic locations surrounded by high concentrations of already developed land and existing buildings. As of SeptemberJune 30, 2020,2021, we owned a total of 219234 buildings aggregating approximately 13.113.8 million square feet, 2227 improved land parcels consisting of approximately 85.097.6 acres and one propertythree properties under redevelopment expected to contain approximately 0.20.4 million square feet upon completion. As of SeptemberJune 30, 2020,2021, the buildings and improved land parcels were approximately 97.3%97.5% and 98.5%98.0% leased, respectively, to 476535 customers, the largest of which accounted for approximately 5.5%5.1% of our total annualized base rent. See “Item 1 – Our Investment Strategy – Industrial Facility General Characteristics” in our Annual Report on Form 10-K for the year ended December 31, 20192020 for a general description of these types of industrial real estate.
We are an internally managed Maryland corporation and elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, or the Code, commencing with our taxable year ended December 31, 2010.
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The following table summarizes by type our investments in real estate as of SeptemberJune 30, 2020:
TypeNumber of Buildings or Improved Land Parcels
Annualized Base Rent (000's) 1
% of Total
Warehouse/distribution195$120,072 82.2 %
Flex107,595 5.2 %
Transshipment147,667 5.3 %
Improved land2210,589 7.3 %
Total/Weighted Average241$145,923 100.0 %
2021:
TypeNumber of Buildings or Improved Land Parcels
Annualized Base Rent (000's) 1
% of Total
Warehouse/distribution204 $131,590 81.0 %
Flex13 8,361 5.1 %
Transshipment17 9,437 5.8 %
Improved land27 13,087 8.1 %
Total261 $162,475 100.0 %
1Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of SeptemberJune 30, 2020,2021, multiplied by 12.
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The following table summarizes by market our investments in real estate as of SeptemberJune 30, 2020:
Los AngelesNorthern New Jersey/New York CitySan Francisco Bay AreaSeattleMiamiWashington, D.C.Total/Weighted Average
Investments in Real Estate
Number of Buildings41 62 41 30 27 18 219 
Rentable Square Feet2,560,682 3,552,681 2,055,656 2,059,315 1,370,872 1,534,625 13,133,831 
% of Total19.5 %27.0 %15.7 %15.7 %10.4 %11.7 %100.0 %
Occupancy % as of September 30, 202098.8 %94.5 %97.4 %98.8 %99.6 %97.4 %97.3 %
Annualized Base Rent
(000’s) 1
$23,526 $37,077 $26,317 $19,161 $12,802 $16,451 $135,334 
% of Total17.4 %27.4 %19.3 %14.2 %9.5 %12.2 %100.0 %
Annualized Base Rent1 Per Occupied Square Foot
$9.30 $11.05 $13.15 $9.42 $9.38 $11.01 $10.59 
Weighted Average Remaining Lease Term (Years) 2
6.5 4.4 3.6 3.9 3.7 3.6 4.4 
Investments in Improved Land
Number of Land Parcels6 9 2 2 2 1 22 
Acres11.9 48.8 4.0 3.7 3.2 13.4 85.0 
% of Total14.0 %57.5 %4.7 %4.4 %3.7 %15.7 %100.0 %
Occupancy % as of September 30, 2020100.0 %100.0 %68.1 %100.0 %100.0 %100.0 %98.5 %
Annualized Base Rent
(000’s) 1
$2,590 $5,563 $647 $552 $394 $843 $10,589 
% of Total24.5 %52.5 %6.1 %5.2 %3.7 %8.0 %100.0 %
Annualized Base Rent1 Per Occupied Square Foot
$4.98 $2.67 $5.50 $3.72 $2.85 $1.45 $2.94 
Weighted Average Remaining Lease Term (Years) 2
4.4 5.0 1.4 3.0 3.0 9.3 5.4 
Total Investments in Real Estate
Annualized Base Rent (000’s) 1
$26,116 $42,640 $26,964 $19,713 $13,196 $17,294 $145,923 
Gross Book Value (000’s) 3
$428,875 $647,231 $391,097 $335,656 $153,006 $216,802 $2,172,667 
% of Total Gross Book Value19.7 %29.8 %18.0 %15.4 %7.1 %10.0 %100.0 %
2021:
Los AngelesNorthern New Jersey/New York CitySan Francisco Bay AreaSeattleMiamiWashington, D.C.Total/Weighted Average
Investments in Real Estate
Number of Buildings44 63 44 37 28 18 234 
Rentable Square Feet2,602,055 3,570,180 2,155,833 2,343,514 1,587,649 1,534,625 13,793,856 
% of Total18.9 %25.9 %15.6 %17.0 %11.5 %11.1 %100.0 %
Occupancy % as of June 30, 202198.4 %97.0 %97.2 %99.0 %94.8 %97.9 %97.5 %
Annualized Base Rent
(000’s) 1
$25,468 $40,855 $28,314 $23,368 $14,005 $17,377 $149,387 
% of Total17.1 %27.3 %19.0 %15.6 %9.4 %11.6 %100.0 %
Annualized Base Rent 1 Per Occupied Square Foot
$9.94 $11.80 $13.51 $10.08 $9.31 $11.57 $11.11 
Weighted Average Remaining Lease Term (Years) 2
6.4 4.9 3.4 3.8 4.0 3.4 4.5 
Investments in Improved Land
Number of Land Parcels8 9 3 4 2 1 27 
Acres16.4 48.8 7.1 8.8 3.2 13.3 97.6 
% of Total16.8 %50.0 %7.3 %9.0 %3.3 %13.6 %100.0 %
Occupancy % as of June 30, 202188.0 %100.0 %100.0 %100.0 %100.0 %100.0 %98.0 %
Annualized Base Rent
(000’s) 1
$3,322 $5,991 $1,405 $1,106 $396 $868 $13,088 
% of Total25.4 %45.8 %10.7 %8.5 %3.0 %6.6 %100.0 %
Annualized Base Rent 1 Per Occupied Square Foot
$5.28 $2.88 $4.56 $3.00 $2.87 $1.49 $3.16 
Weighted Average Remaining Lease Term (Years) 2
4.0 6.6 2.0 4.0 2.3 8.5 5.9 
Total Investments in Real Estate
Annualized Base Rent (000’s) 1
$28,790 $46,846 $29,719 $24,474 $14,401 $18,245 $162,475 
Gross Book Value (000’s) 3
$472,922 $668,383 $419,264 $432,660 $215,554 $217,668 $2,426,451 
% of Total Gross Book19.5 %27.5 %17.3 %17.8 %8.9 %9.0 %100.0 %
1Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of SeptemberJune 30, 2020,2021, multiplied by 12.
2Weighted average remaining lease term is calculated by summing the remaining lease term of each lease as of SeptemberJune 30, 2020,2021, weighted by the respective square footage.
3Includes one propertythree properties under redevelopment expected to contain approximately 0.20.4 million square feet upon completion, as discussed below.
As of SeptemberJune 30, 2020,2021, we owned one propertythree properties under redevelopment expected to contain approximately 0.20.4 million square feet upon completion with a total expected investment of approximately $63.3$91.6 million, including redevelopment costs, capitalized interest and other costs of approximately $61.2 million.costs.
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The following table summarizes our capital expenditures incurred during the three and ninesix months ended SeptemberJune 30, 20202021 and 20192020 (dollars in thousands):
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Building improvements$4,507 $3,772 $12,101 $13,214 
Tenant improvements677 474 1,705 2,401 
Leasing commissions5,284 1,488 9,710 4,589 
Redevelopment, renovation and expansion3,184 7,460 6,761 23,632 
Total capital expenditures 1
$13,652 $13,194 $30,277 $43,836 
For the Three Months Ended June 30,For the Six Months Ended June 30,
2021202020212020
Building improvements$9,940 $4,264 $11,694 $7,594 
Tenant improvements2,499 763 3,420 1,028 
Leasing commissions4,985 1,484 7,727 4,426 
Redevelopment, renovation and expansion5,311 2,363 5,883 3,577 
Total capital expenditures 1
$22,735 $8,874 $28,724 $16,625 
1Includes approximately $6.5$13.8 million and $9.5$4.5 million for the three months ended SeptemberJune 30, 20202021 and 2019,2020, respectively, and approximately $15.4$15.0 million and $31.7$8.9 million for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively, related to leasing acquired vacancy, redevelopment construction in progress and renovation and expansion projects (stabilization capital) at 1314 and 1213 properties for the three months ended SeptemberJune 30, 20202021 and 2019,2020, respectively, and at 14 and 1513 properties for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.
Our industrial properties are typically subject to leases on a “triple net basis,” in which tenants pay their proportionate share of real estate taxes, insurance and operating costs, or are subject to leases on a “modified gross basis,” in which tenants pay expenses over certain threshold levels. In addition, approximately 92.7%93.1% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years. We monitor the liquidity and creditworthiness of our tenants on an on-going basis by reviewing outstanding accounts receivable balances, and as provided under the respective lease agreements, review the tenant’s financial condition periodically as appropriate. As needed, we hold discussions with the tenant’s management about their business and we conduct site visits of the tenant’s operations.
Our top 20 customers based on annualized base rent as of SeptemberJune 30, 20202021 are as follows:
CustomerLeasesRentable
Square Feet		% of Total
Rentable
Square Feet
Annualized
Base Rent
(000’s) 1
% of Total
Annualized
Base Rent
1
Amazon.com2
5471,8803.6 %$8,060 5.5 %
2
FedEx Corporation3
7314,5192.4 %5,111 3.5 %
3United States Government8300,7322.3 %3,748 2.6 %
4Danaher3171,7071.3 %3,732 2.6 %
5District of Columbia6217,5711.7 %3,061 2.0 %
6DirectBuy Home Improvement1230,8911.8 %1,915 1.3 %
7Costco-Innovel Solutions LLC1219,9101.7 %1,816 1.2 %
8XPO Logistics2180,7171.4 %1,732 1.2 %
9L3 Harris Technologies, Inc.1147,8981.1 %1,651 1.1 %
10Topaz Lighting Corp.1190,0001.4 %1,463 1.0 %
11O'Neill Logistics2237,6921.8 %1,458 1.0 %
12
Port Kearny Security, Inc4
1—— %1,458 1.0 %
13YRC261,2520.5 %1,423 1.0 %
14Envogue International1192,0001.5 %1,411 1.0 %
15Bar Logistics2203,2631.5 %1,393 1.0 %
16Lilac Solutions Inc.192,8840.7 %1,338 0.9 %
17Saia Motor Freight Line LLC152,0860.4 %1,280 0.9 %
18Space Systems/Loral LLC2107,0600.8 %1,246 0.9 %
19JAM'N Logistics1110,3360.8 %1,229 0.8 %
20
Fredmore Inc. DBA Airpark Newark5
2—— %1,206 0.8 %
Total503,502,398 26.7 %$45,731 31.3 %
CustomerLeasesRentable
Square Feet		% of Total
Rentable
Square Feet
Annualized
Base Rent
(000’s) 1
% of Total
Annualized
Base Rent
1
Amazon.com 2
5471,8803.4 %$8,208 5.1 %
2
FedEx Corporation 3
7314,5192.3 %5,178 3.2 %
3Danaher3171,7071.2 %3,844 2.4 %
4United States Government8300,7322.2 %3,757 2.3 %
5District of Columbia7234,0711.7 %3,342 2.1 %
6DirectBuy Home Improvement1230,8911.7 %1,915 1.2 %
7Costco-Innovel Solutions LLC1219,9101.6 %1,816 1.1 %
8
Port Kearny Security, Inc. 4
1—— %1,800 1.1 %
9XPO Logistics2180,7171.3 %1,764 1.1 %
10L3 Harris Technologies, Inc.1147,8981.1 %1,700 1.0 %
11O'Neill Logistics2237,6921.7 %1,576 1.0 %
12Bar Logistics1203,2631.5 %1,546 1.0 %
13Topaz Lighting Corp.1190,0001.4 %1,507 0.9 %
14YRC261,2520.4 %1,441 0.9 %
15United States Postal Service281,9500.6 %1,438 0.9 %
16KTL Logistics LLC140,0000.3 %1,431 0.9 %
17Envogue International1192,0001.4 %1,411 0.9 %
18Lilac Solutions Inc.192,8840.7 %1,378 0.8 %
19Saia Motor Freight Line LLC152,0860.4 %1,315 0.7 %
20Northrop Grumman Systems Corporation1103,2000.7 %1,300 0.7 %
Total493,526,65225.6 %$47,667 29.3 %
1Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of SeptemberJune 30, 2020,2021, multiplied by 12.
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2Includes an improved land parcel consisting of approximately 2.8 acres.
3Includes twoan improved land parcels totalingparcel consisting of approximately 7.7 acres.
4Lease area consistsIncludes an improved land parcel consisting of approximately 16.9 acres of improved land.acres.
5Lease area consists of 10.6 acres of improved land.
The following table summarizes the anticipated lease expirations for leases in place as of SeptemberJune 30, 2020,2021, without giving effect to the exercise of unexercised renewal options or termination rights, if any, at or prior to the scheduled expirations:
YearRentable Square Feet% of Total Rentable
Square Feet
Annualized Base Rent
(000’s) 2, 3
% of Total Annualized
Base Rent
2020 1
371,4842.8 %3,3622.1 %
20212,218,35516.9 %21,35313.1 %
20221,625,44012.4 %18,08211.1 %
20231,822,79313.9 %23,09014.2 %
20241,576,60712.0 %21,58513.3 %
Thereafter5,166,06339.3 %75,42446.2 %
Total12,780,74297.3 %162,896100.0 %
YearRentable Square Feet% of Total Rentable
Square Feet
Annualized Base Rent
(000’s) 2, 3
% of Total Annualized
Base Rent
2021 (6 months) 1
762,6595.5 %10,583 5.7 %
20221,837,17813.3 %20,845 11.2 %
20232,012,00814.6 %26,108 14.1 %
20241,768,84912.8 %22,127 11.9 %
20251,569,19911.4 %24,055 13.0 %
Thereafter5,494,88039.8 %81,869 44.1 %
Total13,444,77397.4 %185,587100.0 %
1Includes leases that expire on or after SeptemberJune 30, 20202021 and month-to-month leases totaling approximately 67,877111,650 square feet.
2Annualized base rent is calculated as contractual monthly base rent per the leases at expiration, excluding any partial or full rent abatements, as of SeptemberJune 30, 2020,2021, multiplied by 12.
3Includes annualized base rent related to 2227 improved land parcels totaling approximately 85.097.6 acres.
Our ability to re-lease or renew expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations. As of SeptemberJune 30, 2020,2021, leases representing approximately 15.2%5.7% of the total annualized base rent of our portfolio are scheduled to expire through December 31, 2021. We currently expect that, on average, the rental rates we are likely to achieve on new (re-leased) or renewed leases for our 2020 and 2021 expirations will be above the rates currently being paid for the same space. Rent changes on new and renewed leases totaling approximately 0.90.8 million square feet commencing during the three months ended SeptemberJune 30, 20202021 were approximately 20.3%21.1% higher as compared to the previous rental rates for that same space, and rent changes on new and renewed leases totaling approximately 2.01.1 million square feet commencing during the ninesix months ended SeptemberJune 30, 20202021 were approximately 25.2%19.7% higher as compared to the previous rental rates for that same space. We had a tenant retention ratio of 59.6%64.3% and 54.9%72.8%, respectively, for the three and ninesix months ended SeptemberJune 30, 2020.2021. We define tenant retention ratio as the square footage of all leases commenced during the period that are rented by existing tenants divided by the square footage of all expiring leases during the reporting period. The square footage of tenants that default or buy-out prior to expiration of their lease and short-term leases of less than one year are not included in the calculation.
Our past performance may not be indicative of future results, and we cannot assure you that leases will be renewed or that our properties will be re-leased at all or at rental rates equal to or above the current average rental rates, particularly given the current leasing environment has slowed due to shelter-in-place orders and other mitigation efforts put in place in connection with COVID-19, which will reduce revenue from what it would be in a normal leasing environment.rates. Further, re-leased/renewed rental rates in a particular market may not be consistent with rental rates across our portfolio as a whole and re-leased/renewed rental rates for particular properties within a market may not be consistent with rental rates across our portfolio within a particular market, in each case due to a number of factors, including local real estate conditions, local supply and demand for industrial space, the condition of the property, the impact of leasing incentives, including free rent and tenant improvements and whether the property, or space within the property, has been redeveloped.
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Recent Developments
COVID-19
The COVID-19 pandemic, and mitigation measures put in place by governments to slow it, have caused significant economic disruption. We are headquartered in San Francisco and our employees have been working remotely in accordance with recommendations by the City of San Francisco since March 2020. We utilize local, third-party property managers, and they are generally working remotely, as recommended by their municipalities. We have business continuity and communication plans that have allowed, and we believe, although there can be no assurance, will continue to allow us to operate and manage our portfolio effectively during such disruptions. We expect that we will, for the intermediate term, employ lower density work arrangements consistent with social distancing and our business continuity plan.

While the impact of the COVID-19 pandemic on our business is not possible to predict accurately, we continue to work
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with our customers who have been forced to close or otherwise limit operations or whose businesses have been adversely impacted during the COVID-19 pandemic to, on a case-by-case basis, provide rent deferments. Through November 3, 2020, we have granted rent deferrals to 59 tenants aggregating approximately 2.6% of annualized base rent. No rent abatements were granted. For the 59 rent deferrals granted:

•13 tenants aggregating 0.1% of annualized base rent (5.4% of total deferrals) have completed their rent deferral period and have fully repaid the deferral amounts;

•34 tenants aggregating 2.2% of annualized base rent (82.3% of total deferrals) have not completed their rent deferral repayment period and are fulfilling the terms of their deferral agreements; and

•12 tenants aggregating 0.3% of annualized base rent (12.3% of total deferrals) have defaulted on their rent deferral repayments.

The acquisition and disposition markets slowed in the early months of the COVID-19 pandemic as market participants searched for price discovery. While transaction markets returned to more normal volumes recently, our acquisition volume will remain dependent on both the quality and pricing of the opportunity set and the price of our stock relative to net asset value per share. We believe, although there can be no assurance, that our balance sheet is well positioned to make opportunistic acquisitions as we have no remaining debt maturities in 2020, an $11.4 million mortgage loan maturing in April 2021, and no balance outstanding on our $250 million revolving credit facility. In addition, we had a cash balance of approximately $155.3 million as ofSeptember 30, 2020. See “Item 1A - Risk Factors” in this Quarterly Report on Form 10-Q for additional discussion regarding the risks to which we are and may be subject as a result of the COVID-19 pandemic.Recent Developments
Acquisition Activity
During the three months ended SeptemberJune 30, 2020,2021, we acquired onesix industrial building containing approximately 22,000 square feetproperties for a total purchase price of approximately $6.3$54.2 million. The property wasproperties were acquired from an unrelated third partyparties using existing cash on hand net proceeds from dispositions and net proceeds from the issuance of common stock. The following table sets forth the industrial propertyproperties we acquired during the three months ended SeptemberJune 30, 2020:
Property NameLocationAcquisition DateNumber of
Buildings		Square
Feet
Purchase Price
(in thousands) 1
Stabilized
Cap Rate 2
Starlite StreetSouth San FranciscoJuly 10, 20201 22,000 $6,300 4.7 %
2021:
Property NameLocationAcquisition DateNumber of
Buildings		Square
Feet
Purchase Price
(in thousands) 1
Stabilized
Cap Rate 2
73rd Street 3
Miami, FloridaApril 6, 2021— — $5,800 5.1 %
68th KentKent, WashingtonApril 13, 20212 67,120 10,000 5.5 %
East Gish 4
San Jose, CaliforniaApril 22, 2021— — 8,004 4.8 %
Gramercy PlaceTorrance, CaliforniaMay 12, 20211 17,407 6,290 4.7 %
Occidental AvenueSeattle, WashingtonMay 12, 20213 51,853 16,450 4.6 %
SW 16th Street 5
Renton, WashingtonJune 14, 2021— — 7,615 1.5 %
Total/Weighted Average6 136,380 $54,159 4.4 %
1Excludes intangible liabilities and mortgage premiums, if any. The total aggregate initial investment was approximately $6.5$57.8 million, including $0.1$1.5 million in capitalized closing costs and acquisition costs and $0.1$2.1 million in assumed intangible liabilities.
2Stabilized capitalization rates, referred to herein as stabilized cap rates, are calculated, at the time of acquisition, as annualized cash basis net operating income for the property stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property. Total acquisition cost basis for the property includes the initial purchase price, the effects of marking assumed debt to market, buyer’s due diligence and closing costs, estimated near-term capital expenditures and leasing costs necessary to achieve stabilization. We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of lease intangibles. These stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2019, in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and in our other public filings.
263Represents an improved land parcel containing approximately 5.8 acres, that is being redeveloped with two industrial distribution buildings expected to total approximately 129,000 square feet.
Table of Contents4Represents an improved land parcel containing approximately 2.2 acres.
5Represents an improved land parcel containing approximately 2.9 acres.
Redevelopment Activity
As of SeptemberJune 30, 2020,2021, we have one propertythree properties under redevelopment expected to contain approximately 0.20.4 million square feet upon completion with a total expected investment of approximately $63.3$91.6 million, including redevelopment costs, capitalized interest and other costs of approximately $61.2 million as follows:
Property Name
Total Expected
Investment (in
thousands) 1
Amount Spent to Date (in thousands)Estimated
Amount
Remaining to
Spend (in thousands)
Estimated
Stabilized Cap
Rate 2
Estimated Post-Development Square FeetEstimated
Stabilization
Quarter		% Pre-leased September 30, 2020
Sodo Row - North & South$63,325 $61,183 $2,142 4.4 %234,308Q1 202214.0 %
Property Name
Total Expected
Investment (in
thousands) 1
Amount Spent to Date (in thousands)Estimated
Amount
Remaining to
Spend (in thousands)
Estimated
Stabilized Cap
Rate 2
Estimated Post-Development Square FeetEstimated
Completion
Quarter		% Pre-leased June 30, 2021
Sodo Row - North & South$63,988 $62,412 $1,576 4.3 %234,308Q4 202140.5 %
Americas Gateway7,429 5,301 2,128 5.5 %51,800Q4 2022— %
73rd Street20,136 9,610 10,526 5.1 %129,000Q4 2022— %
Total/Weighted Average$91,553 $77,323 $14,230 4.6 %415,10822.9 %
1Total expected investment for the property includesproperties include the initial purchase price, buyer’s due diligence and closing costs, estimated near-term redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization.
2Estimated stabilized cap rates are calculated as estimated annualized cash basis net operating income for the propertyproperties stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property. We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of
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lease intangibles. These estimated stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2019, in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and in our other public filings.
During the third quarter of 2020, we completed redevelopment of our Kent 192 property in Seattle, Washington, an approximately 0.2 million square foot redevelopment property. The total investment was approximately $33.9 million with an estimated stabilized cap rate of 5.0%.
Disposition Activity
We had no disposition activity during the six months ended June 30, 2021. During the ninesix months ended SeptemberJune 30, 2020, we sold three properties located in the Washington, D.C. market for a total aggregate sales price of approximately $51.3 million, resulting in a gain of approximately $17.8 million and one property located in the Miami market for a sales price of approximately $22.2 million, resulting in a gain of approximately $9.0 million.
The following summarizes the condensed results of operations of the properties sold during the three and nine months ended September 30, 2020 and 2019 (dollars in thousands):
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2020201920202019
Rental revenues$88 $1,016 $2,167 $2,971 
Tenant expense reimbursements(34)278 449 1,034 
Property operating expenses(32)(359)(686)(1,222)
Depreciation and amortization— (417)(414)(1,258)
Income from operations$22 $518 $1,516 $1,525 
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ATM Program
We have an at-the-market equity offering program (the “$300 Million ATM Program”) pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $300.0 million ($92.9273.2 million remaining as of SeptemberJune 30, 2020)2021) in amounts and at times as we determine from time to time. Prior to the implementation of the $300 Million ATM Program, we had a $250.0previous at-the-market equity program (the "Previous $300.0 million ATM program (the “$250 Million ATM Program”Program"), which was substantially utilized as of May 31, 2019June 10, 2021 and which is no longer active. We intend to use the net proceeds from the offering of the shares under the $300 Million ATM Program, if any, for general corporate purposes, which may include future acquisitions, redevelopments and repayment of indebtedness, including borrowings under our revolving credit facility, if any.facility. During the three and ninesix months ended SeptemberJune 30, 2020,2021, we issued an aggregate of 8,2501,084,294 and 1,054,5771,790,818 shares, respectively, of common stock at a weighted average offering price of $59.92$64.21 and $53.09$61.84 per share, respectively, under the Previous $300 Million ATM and the $300 Million ATM Program, resulting in net proceeds of approximately $0.5$68.6 million and $55.2$109.1 million, respectively, and paying total compensation to the applicable sales agents of approximately $7,000 and $0.8 million, respectively.
Long Term Incentive Plan
On January 8, 2019, we amended and restated our Amended and Restated Long-Term Incentive Plan (as amended and restated, the “Amended LTIP”). Under the Amended LTIP, each participant’s performance share target award for target awards granted on or after January 1, 2019 will be expressed as a number of shares of common stock and settled in shares of common stock. Target awards were previously expressed as a dollar amount and settled in shares of common stock. Commencing with performance share awards granted on or after January 1, 2019, the grant date fair value of the performance share awards will be determined under current accounting treatment using a Monte Carlo simulation model on the date of grant and recognized on a straight-line basis over the performance period. The fair value of the performance share awards for the performance measurement period of January 1, 2020 to December 31, 2022 is $0.5 million, which will be recognized quarterly over a three-year period. Stock-based compensation expense for the performance share awards was $1.3$1.0 million and $3.8$1.6 million, for the three and nine months ended September 30, 2020, respectively.
Equity Incentive Plan
On April 30, 2019, our stockholders approved the 2019 Equity Incentive Plan (the “2019 Plan”), which replaces the Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”). The 2019 Plan permits the grant of restricted stock awards, performance share awards and unrestricted stock awards. The maximum number of shares of our common stock that may be issued under the 2019 Plan is 1,898,961, which consists of (i) 1,510,079 shares initially reserved and available for issuance under the 2019 Plan and (ii) 388,882 shares underlying outstanding awards under the 2010 Plan, which if forfeited, canceled or otherwise terminated under the 2010 Plan shall be added to the shares available for issuance under the 2019 Plan. No further awards will be made under the 2010 Plan. As of September 30, 2020, there were 1,898,961 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or performance share awards under the 2019 Plan, of which 1,376,906 were remaining available for issuance.
Senior Secured Loan
We had a senior secured loan (the “Senior Secured Loan”) outstanding to a borrower that bore interest at a fixed annual interest rate of 8.0% and was fully repaid in May 2020. The Senior Secured Loan was secured by a portfolio of six improved land parcels located primarily in Newark, New Jersey. As of September 30, 2020 and December 31, 2019, there was approximately $0 and $15.9 million, respectively, net of deferred loan fees of approximately $0 and $0.1 million, respectively, outstanding on the Senior Secured Loan and approximately $0 and $0.3 million, respectively, of interest receivable outstanding on the Senior Secured Loan.
Share Repurchase Program
We have a share repurchase program authorizing us to repurchase up to 3,000,000 shares of our outstanding common stock from time to time through December 31, 2022 (extended from December 31, 2020 by the Board of Directors on November 3, 2020).2022. Purchases made pursuant to this program will be made in either the open market or in privately negotiated transactions as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us in our discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. As of SeptemberJune 30, 2020,2021, we had not repurchased any shares of stock pursuant to our share repurchase program.program
Senior Unsecured Notes
On July 15, 2021, we issued in a private placement (i) $100.0 million of senior guaranteed green notes (the “Series A Notes”) and (ii) $50.0 million of senior guaranteed notes (the “Series B Notes” and, together with the Series A Notes, the “Notes”). The Series A Notes bear interest at a fixed annual interest rate of 2.41% and mature in July 2028, and the Series B Notes bear interest at a fixed annual interest rate of 2.84% and mature in July 2031. The Notes are guaranteed us and by substantially all of the current and to-be-formed subsidiaries of the borrower that own an unencumbered property. The Notes are unsecured by our properties or by interests in the subsidiaries that hold such properties. The Notes include a series of financial and other covenants with which we must comply.
Dividend and Distribution Activity
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On NovemberAugust 3, 2020,2021, our board of directors declared a cash dividend in the amount of $0.29$0.34 per share of our common stock payable on January 5,October 15, 2021 to the stockholders of record as of the close of business on December 15, 2020.October 1, 2021.
Contractual Commitments
As of NovemberAugust 3, 2020,2021, we have five outstanding contracts with third-party sellers to acquire three buildings and two improved land parcels consisting of 8.3 acresseven industrial properties for a total aggregate anticipated purchase price of $42.5 million. Additionally, we have executed two non-binding letters of intent with a third-party seller to acquire four industrial buildings consisting of approximately 125,000 square feet and one improved land parcel consisting of approximately 2.2 acres for an anticipated purchase price of approximately $25.6$107.1 million, as described under the heading “Contractual Obligations” in this Quarterly Report on Form 10-Q. There is no assurance that we will acquire the properties and land parcels under contract because the proposed acquisitions are subject to the completion of satisfactory due diligence and various closing conditions. There can also be no assurance that we will enter into a purchase and sale agreement with respect to the property under non-binding letter of intent or otherwise complete any such prospective purchase on the terms described or at all.
Financial Condition and Results of Operations
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We derive substantially all of our revenues from rents received from tenants under existing leases on each of our properties. These revenues include fixed base rents and recoveries of certain property operating expenses that we have incurred and that we pass through to the individual tenants. Approximately 92.7%93.1% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years.
Our primary cash expenses consist of our property operating expenses, which include: real estate taxes, repairs and maintenance, management expenses, insurance, utilities, general and administrative expenses, which include compensation costs, office expenses, professional fees and other administrative expenses, acquisition costs, which include third-party costs paid to brokers and consultants, and interest expense, primarily on our mortgage loans, revolving credit facility, term loans and senior unsecured notes.
Our consolidated results of operations often are not comparable from period to period due to the impact of property acquisitions at various times during the course of such periods. The results of operations of any acquired property are included in our financial statements as of the date of its acquisition.
The analysis of our results below for the three and ninesix months ended SeptemberJune 30, 20202021 and 20192020 includes the changes attributable to same store properties. The same store pool for the comparison of the three and ninesix months ended SeptemberJune 30, 20202021 and 20192020 includes all properties that were owned and in operation as of SeptemberJune 30, 20202021 and since January 1, 20192020 and excludes properties that were either disposed of prior to, held for sale to a third party or in redevelopment as of SeptemberJune 30, 2020.2021. As of SeptemberJune 30, 2020,2021, the same store pool consisted of 198213 buildings aggregating approximately 12.012.7 million square feet representing approximately 91.5%92.0% of our total square feet owned and 1419 improved land parcels consisting of 54.279.6 acres. As of SeptemberJune 30, 2020,2021, the non-same store properties, which we acquired, redeveloped, or sold during 20192020 and 20202021 or were held for sale (if any) or in redevelopment as of SeptemberJune 30, 2020,2021, consisted of 21 buildings aggregating approximately 1.1 million square feet, eight improved land parcels containing approximately 30.818.1 acres and one propertythree properties under redevelopment expected to contain approximately 0.20.4 million square feet upon completion. As of SeptemberJune 30, 20202021 and 2019,2020, our consolidated same store pool occupancy was approximately 98.5%97.8% and 98.1%96.1%, respectively.
Our future financial condition and results of operations, including rental revenues, straight-line rents and amortization of lease intangibles, may be impacted by the acquisitions of additional properties, and expenses may vary materially from historical results.
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Comparison of the Three Months Ended SeptemberJune 30, 20202021 to the Three Months Ended SeptemberJune 30, 2019:
 For the Three Months Ended September 30,  
 20202019$ Change% Change
 (Dollars in thousands) 
Rental revenues 1
Same store$31,629 $30,582 $1,047 3.4 %
Non-same store operating properties 2
5,435 3,745 1,690 45.1 %
Total rental revenues37,064 34,327 2,737 8.0 %
Tenant expense reimbursements 1
Same store9,157 8,466 691 8.2 %
Non-same store operating properties 2
926 604 322 53.3 %
Total tenant expense reimbursements10,083 9,070 1,013 11.2 %
Total revenues47,147 43,397 3,750 8.6 %
Property operating expenses
Same store10,767 9,808 959 9.8 %
Non-same store operating properties 2
1,461 1,183 278 23.5 %
Total property operating expenses12,228 10,991 1,237 11.3 %
Net operating income 3
Same store30,019 29,240 779 2.7 %
Non-same store operating properties 2
4,900 3,166 1,734 54.8 %
Total net operating income$34,919 $32,406 $2,513 7.8 %
Other costs and expenses
Depreciation and amortization12,124 11,105 1,019 9.2 %
General and administrative5,130 5,132 (2)— %
Acquisition costs123 47 76 161.7 %
Total other costs and expenses17,377 16,284 1,093 6.7 %
Other income (expense)
Interest and other income51 832 (781)(93.9)%
Interest expense, including amortization(3,887)(3,952)65 (1.6)%
Gain on sales of real estate investments9,016 1,782 7,234 405.9 %
Total other income (expense)5,180 (1,338)6,518 n/a
Net income$22,722 $14,784 $7,938 53.7 %
2020:
 For the Three Months Ended June 30,  
 20212020$ Change% Change
 (Dollars in thousands) 
Rental revenues 1
Same store$38,515 $34,471 $4,044 11.7 %
Non-same store operating properties 2
3,920 1,846 2,074 112.4 %
Total rental revenues42,435 36,317 6,118 16.8 %
Tenant expense reimbursements 1
Same store9,998 9,092 906 10.0 %
Non-same store operating properties 2
862 333 529 158.9 %
Total tenant expense reimbursements10,860 9,425 1,435 15.2 %
Total revenues53,295 45,742 7,553 16.5 %
Property operating expenses
Same store11,827 11,286 541 4.8 %
Non-same store operating properties 2
1,344 648 696 107.4 %
Total property operating expenses13,171 11,934 1,237 10.4 %
Net operating income 3
Same store36,686 32,277 4,409 13.7 %
Non-same store operating properties 2
3,438 1,531 1,907 124.6 %
Total net operating income$40,124 $33,808 $6,316 18.7 %
Other costs and expenses
Depreciation and amortization11,968 11,459 509 4.4 %
General and administrative6,866 5,665 1,201 21.2 %
Acquisition costs117 11 106 963.6 %
Total other costs and expenses18,951 17,135 1,816 10.6 %
Other income (expense)
Interest and other income221 190 31 16.3 %
Interest expense, including amortization(4,016)(3,909)(107)2.7 %
Gain on sales of real estate investments— 17,750 (17,750)(100.0)%
Total other income (expense)(3,795)14,031 (17,826)n/a
Net income$17,378 $30,704 $(13,326)(43.4)%
1Accounting Standards Update (“ASU”) No. 2018-11, Leases (Topic 842), Targeted Improvements, allows us to elect not to separate lease and non-lease rental income. All rental income earned pursuant to tenant leases is reflected as one line, “Rental revenues and tenant expense reimbursements” on our accompanying consolidated statements of operations. We believe that the above presentation of rental revenues and tenant expense reimbursements is not, and is not intended to be, a presentation in accordance with GAAP,and a reconciliation to total revenue is provided above. We believe this information is frequently used by management, investors, and other interested parties to evaluate our performance. See “Note 2 - Significant Accounting Policies” in our condensed notes to consolidated financial statements for more information regarding our adoption of this standard.
2Includes 20202021 and 20192020 acquisitions and dispositions, eight improved land parcels and one propertythree properties under redevelopment as of SeptemberJune 30, 2020.2021.
3Includes straight-line rents and amortization of lease intangibles. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of net operating income and same store net operating income from net income and a discussion of why we believe net operating income and same store net operating income are useful supplemental measures of our operating performance.

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Revenues. Total revenues increased approximately $3.8$7.6 million for the three months ended SeptemberJune 30, 20202021 compared to the same period from the prior year due primarily to property acquisitions during 2020 and 2019 and increased revenue on new and renewed leases.leases, property acquisitions during 2021 and 2020 and an increase in occupancy rate. Cash rents on new and renewed leases totaling approximately 0.90.8 million square feet commencing during the three months ended SeptemberJune 30, 20202021 increased approximately 20.3%21.1% compared to the previous rental rates for that same period from the prior year.space. For the three months ended SeptemberJune 30, 20202021 and 2019,2020, approximately $1.1 million and $0.4$1.3 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants. During the three months ended September 30, 2020, due to the effects of COVID-19, approximately $0.2 million in straight-line rent receivables was reversed. Additionally, during the three months ended September 30, 2020, we terminated a lease with the existing tenant at our Belleville property and executed a new lease with a leading e-commerce firm. The lease termination fee received was approximately $3.3 million and the non-cash deferred rent receivable write-off was approximately $3.4 million.
Property operating expenses. Total property operating expenses increased approximately $1.2 million during the three months ended SeptemberJune 30, 20202021 compared to the same period from the prior year. The increase in total property operating expenses was primarily in the same store pool (approximately $1.0 million) and due to increases in real estate taxes relatedan increase of approximately $0.7 million attributable to annual rate increases, as well as utilities expenses incurred at certain of our properties.property acquisitions during 2021 and 2020.
Depreciation and amortization. Depreciation and amortization increased approximately $1.0$0.5 million during the three months ended SeptemberJune 30, 20202021 compared to the same period from the prior year primarily due to property acquisitions during 2021 and dispositions during 2020 and 2019.2020.
General and administrative expenses. General and administrative expenses remained consistentincreased approximately $1.2 million primarily due to higher performance share award expense of approximately $0.3 million and increased compensation expenses for the three months ended SeptemberJune 30, 20202021 compared to the same period from the prior year.
Interest and other income. Interest and other income decreasedremained consistent for the three months ended June 30, 2021 compared to the same period from the prior year.
Interest expense, including amortization. Interest expense increased approximately $0.8$0.1 million for the three months ended SeptemberJune 30, 20202021 compared to the same period from the prior year primarily due to a decrease in our outstanding Senior Secured Loan balance as a resultreduced capitalized interest of the repayment of such loan in May 2020.
Interest expense, including amortization. Interest expense decreased approximately $0.1$0.3 million for the three months ended SeptemberJune 30, 2020 compared to the same period from the prior year primarily due to a lower interest rate on our variable rate term loan and2021, partially offset by the repayment of a $32.7 million mortgage loan offset bypayable in the issuanceamount of a $100.0 million of senior unsecured debt in December 2019.approximately $11.3 million.
Gain on sales of real estate investments. Gain on sales of real estate investments increaseddecreased approximately $7.2$17.8 million for the three months ended SeptemberJune 30, 20202021 compared to the same period from the prior year. We recognized a gain of $9.0 million from the sale of one propertydid not sell any properties during the three months ended SeptemberJune 30, 2020, compared to a recognized gain of approximately $1.8 million from the sale of one property2021 and we sold three properties in the same period from the prior year.
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Comparison of the NineSix Months Ended SeptemberJune 30, 20202021 to the NineSix Months Ended SeptemberJune 30, 2019:
 For the Nine Months Ended September 30,  
 20202019$ Change% Change
 (Dollars in thousands) 
Rental revenues 1
Same store$92,663 $90,565 $2,098 2.3 %
Non-same store operating properties 2
16,142 8,341 7,801 93.5 %
Total rental revenues108,805 98,906 9,899 10.0 %
Tenant expense reimbursements 1
Same store26,602 25,304 1,298 5.1 %
Non-same store operating properties 2
2,598 1,797 801 44.6 %
Total tenant expense reimbursements29,200 27,101 2,099 7.7 %
Total revenues138,005 126,007 11,998 9.5 %
Property operating expenses
Same store31,309 29,497 1,812 6.1 %
Non-same store operating properties 2
4,761 2,896 1,865 64.4 %
Total property operating expenses36,070 32,393 3,677 11.4 %
Net operating income 3
Same store87,956 86,372 1,584 1.8 %
Non-same store operating properties 2
13,979 7,242 6,737 93.0 %
Total net operating income$101,935 $93,614 $8,321 8.9 %
Other costs and expenses
Depreciation and amortization34,683 32,168 2,515 7.8 %
General and administrative16,553 17,852 (1,299)(7.3)%
Acquisition costs186 48 138 287.5 %
Total other costs and expenses51,422 50,068 1,354 2.7 %
Other income (expense)
Interest and other income805 3,171 (2,366)(74.6)%
Interest expense, including amortization(11,802)(12,269)467 (3.8)%
Gain on sales of real estate investments26,766 6,247 20,519 328.5 %
Total other income (expense)15,769 (2,851)18,620 n/a
Net income$66,282 $40,695 $25,587 62.9 %
2020:
 For the Six Months Ended June 30,  
 20212020$ Change% Change
 (Dollars in thousands) 
Rental revenues 1
Same store$75,718 $68,306 $7,412 10.9 %
Non-same store operating properties 2
6,526 3,435 3,091 90.0 %
Total rental revenues82,244 71,741 10,503 14.6 %
Tenant expense reimbursements 1
Same store20,336 18,418 1,918 10.4 %
Non-same store operating properties 2
1,406 699 707 101.2 %
Total tenant expense reimbursements21,742 19,117 2,625 13.7 %
Total revenues103,986 90,858 13,128 14.4 %
Property operating expenses
Same store24,367 22,639 1,728 7.6 %
Non-same store operating properties 2
2,316 1,203 1,113 92.5 %
Total property operating expenses26,683 23,842 2,841 11.9 %
Net operating income 3
Same store71,687 64,085 7,602 11.9 %
Non-same store operating properties 2
5,616 2,931 2,685 91.6 %
Total net operating income$77,303 $67,016 $10,287 15.4 %
Other costs and expenses
Depreciation and amortization23,344 22,559 785 3.5 %
General and administrative12,448 11,423 1,025 9.0 %
Acquisition costs172 63 109 173.0 %
Total other costs and expenses35,964 34,045 1,919 5.6 %
Other income (expense)
Interest and other income457 754 (297)(39.4)%
Interest expense, including amortization(8,161)(7,915)(246)3.1 %
Gain on sales of real estate investments— 17,750 (17,750)(100.0)%
Total other income (expense)(7,704)10,589 (18,293)n/a
Net income$33,635 $43,560 $(9,925)(22.8)%
1ASU No. 2018-11, Leases (Topic 842), Targeted Improvements allows us to elect not to separate lease and non-lease rental income. All rental income earned pursuant to tenant leases is reflected as one line, “Rental revenues and tenant expense reimbursements” on our accompanying consolidated statements of operations. We believe that the above presentation of rental revenues and tenant expense reimbursements is not, and is not intended to be, a presentation in accordance with GAAP. We believe this information is frequently used by management, investors, and other interested parties to evaluate our performance. See “Note 2 - Significant Accounting Policies” in our condensed notes to consolidated financial statements for more information regarding our adoption of this standard.
2Includes 20192020 and 20202021 acquisitions and dispositions, eight improved land parcels and one propertythree properties under redevelopment as of SeptemberJune 30, 2020.2021.
3Includes straight-line rents and amortization of lease intangibles. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of net operating income and same store net operating income from net income and a discussion of why we believe net operating income and same store net operating income are useful supplemental measures of our operating performance.
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Revenues. Total revenues increased approximately $12.0$13.1 million for the ninesix months ended SeptemberJune 30, 20202021 compared to the same period from the prior year due primarily to property acquisitions during 2020 and 2019 and increased revenue on new and renewed leases.leases, property acquisitions during 2021 and 2020 and an increase in occupancy rate. Cash rents on new and renewed leases totaling approximately 2.01.1 million square feet commencing during the ninesix months ended SeptemberJune 30, 20202021 increased approximately 25.2%19.7% compared to the same period from the prior year. For the ninesix months ended SeptemberJune 30, 2021 and 2020, and 2019, approximately $3.0$2.2 million and $1.7$1.9 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants. During the nine months ended September 
30 2020, due to the effects
Table of COVID-19, approximately $1.1 million in straight-line rent receivables was reversed. For the nine months ended September 30, 2020, approximately $0.7 million in rent abatements was provided to the tenant at our Caribbean property. Additionally, during the three months ended September 30, 2020, we terminated a lease with the existing tenant at our Belleville property and executed a new lease with a leading e-commerce firm. The lease termination fee received was approximately $3.3 million and the non-cash deferred rent receivable write-off was approximately $3.4 million.Contents
Property operating expenses. Total property operating expenses increased approximately $3.7$2.8 million (approximately $1.8 million in the same-store pool) during the ninesix months ended SeptemberJune 30, 20202021 compared to the same period from the prior year. The increase in total property operating expenses was primarily due to annual rate increases in real estate taxes, as well as additional utilities expenses incurred at certainan increase of our properties.approximately $1.1 million attributable to property acquisitions during 2021 and 2020.
Depreciation and amortization. Depreciation and amortization increased approximately $2.5$0.8 million during the ninesix months ended SeptemberJune 30, 20202021 compared to the same period from the prior year primarily due to property acquisitions during 20192020 and 2020.2021.
General and administrative expenses. General and administrative expenses decreasedincreased approximately $1.3$1.0 million for the ninesix months ended SeptemberJune 30, 20202021 compared to the same period from the prior year, primarily due primarily to a decrease of approximately $1.8 million in stock basedincreased compensation expense, including a decrease in performance share award expense of $2.6 million, offset by an increase in restricted stock amortization. The decrease in performance share award expense primarily related to the expense for performance share awards granted prior to January 1, 2019, which varies quarter to quarter based on our relative share price performance.expenses.
Interest and other income. Interest and other income decreased approximately $2.4$0.3 million for the ninesix months ended SeptemberJune 30, 20202021 compared to the same period from the prior year primarily due to a decrease inthe pay down of our outstanding Senior Secured Loan balance as a result of the repayment of suchsenior secured loan in May 2020.balance.
Interest expense, including amortization. Interest expense decreasedincreased approximately $0.5$0.2 million for the ninesix months ended SeptemberJune 30, 20202021 compared to the same period from the prior year. This decreaseincrease is primarily due to a lowerreduced capitalized interest rate on our variable rate term loan,of approximately $0.9 million, partially offset by the repayment of a $32.7 million mortgage loan in 2020 and an increasea $11.3 million mortgage loan in capitalized interest, offset by the issuance of a $100.0 million of senior unsecured debt in December 2019.2021.
Gain on sales of real estate investments. Gain on sales of real estate investments increaseddecreased approximately $20.5$17.8 million for the ninesix months ended SeptemberJune 30, 20202021 compared to the same period from the prior year. We recognized a gain of $26.8 million from the sale of fourdid not sell any properties during the ninesix months ended SeptemberJune 30, 2020, compared to a recognized gain of approximately $6.2 million from the sale of two2021, and we sold three properties in the same period from the prior year.

Liquidity and Capital Resources
The primary objective of our financing strategy is to maintain financial flexibility with a conservative capital structure using retained cash flows, proceeds from dispositions of properties, long-term debt and the issuance of common and perpetual preferred stock to finance our growth. Over the long-term, we intend to:
•limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding perpetual preferred stock to less than 35% of our total enterprise value;
•maintain a fixed charge coverage ratio in excess of 2.0x;
•maintain a debt-to-adjusted EBITDA ratio below 6.0x;
•limit the principal amount of our outstanding floating rate debt to less than 20% of our total consolidated indebtedness; and
•have staggered debt maturities that are aligned to our expected average lease term (5-7 years), positioning us to re-price parts of our capital structure as our rental rates change with market conditions.
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We intend to preserve a flexible capital structure with a long-term goal to maintain our investment grade rating and be in a position to issue additional unsecured debt and perpetual preferred stock. Fitch Ratings assigned us an issuer rating of BBB with a stable outlook. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. There can be no assurance that we will be able to maintain our current credit rating. Our credit rating can affect the amount and type of capital we can access, as well as the terms of any financings we may obtain. In the event our current credit rating is downgraded, it may become difficult or expensive to obtain additional financing or refinance existing obligations and commitments. We intend to primarily utilize senior unsecured notes, term loans, credit facilities, dispositions of properties, common stock and perpetual preferred stock. We may also assume debt in connection with property acquisitions which may have a higher loan-to-value.
We expect to meet our short-term liquidity requirements generally through net cash provided by operations, existing cash balances and, if necessary, short-term borrowings under our revolving credit facility. We believe that our net cash provided by operations will be adequate to fund operating requirements, pay interest on any borrowings and fund distributions in accordance with the REIT requirements of the federal income tax laws. In the near-term, we intend to fund future investments in properties with cash on hand, term loans, senior unsecured notes, mortgages, borrowings under our revolving credit facility, perpetual preferred and common stock issuances and, from time to time, property dispositions. We expect to meet our long-term liquidity requirements, including with respect to other investments in industrial properties, property acquisitions, property
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redevelopments, renovations and expansions and scheduled debt maturities, through borrowings under our revolving credit facility, periodic issuances of common stock, perpetual preferred stock, and long-term securedunsecured and unsecuredsecured debt, and, from time to time, with proceeds from the disposition of properties. The success of our acquisition strategy may depend, in part, on our ability to obtain and borrow under our revolving credit facility and to access additional capital through issuances of equity and debt securities.
The following sets forth certain information regarding our current at-the-market common stock offering program as of SeptemberJune 30, 2020:2021:
ATM Stock Offering ProgramDate ImplementedMaximum Aggregate
Offering Price  (in thousands)		Aggregate Common Stock Available as of three and six months ended (in thousands)
 $300 Million ATM ProgramJune 11, 2021$300,000 $273,174 
ATM Stock Offering ProgramDate ImplementedMaximum Aggregate
Offering Price (in
thousands)		Aggregate Common Stock Available as of three and nine months ended (in thousands)
 $300 Million ATM ProgramMay 17, 2019$300,000 $92,870 
The table below sets forth the activity under our at-the-market common stock offering programs during the three and ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively (in thousands, except share and price per share data):
For the Three Months Ended June 30,Shares SoldWeighted Average
Price Per Share		Net Proceeds  (in thousands)Sales Commissions
(in thousands)
June 30, 20211,084,294 $64.21 $68,611 $1,010 
June 30, 2020619,300 $52.81 $32,230 $474 
For the Three Months Ended September 30,Shares SoldWeighted Average
Price Per Share		Net Proceeds (in
thousands)		Sales Commissions
(in thousands)
September 30, 20208,250 $59.92 $487 $7 
September 30, 20191,458,630 $50.28 $72,283 $1,064 

For the Nine Months Ended September 30,Shares SoldWeighted Average
Price Per Share		Net Proceeds (in
thousands)		Sales Commissions
(in thousands)
September 30, 20201,054,577 $53.09 $55,175 $812 
September 30, 20195,822,701 $45.40 $260,531 $3,833 
We had the Senior Secured Loan outstanding to a borrower that bore interest at a fixed annual interest rate of 8.0% and was fully repaid in May 2020. The Senior Secured Loan was secured by a portfolio of six improved land parcels located primarily in Newark, New Jersey. As of September 30, 2020 and December 31, 2019, there was approximately $0 and $15.9 million, respectively, net of deferred loan fees of approximately $0 and $0.1 million, respectively, outstanding on the Senior Secured Loan and approximately $0 and $0.3 million, respectively, of interest receivable outstanding on the Senior Secured Loan.
For the Six Months Ended June 30,Shares SoldWeighted Average
Price Per Share		Net Proceeds  (in thousands)Sales Commissions
(in thousands)
June 30, 20211,790,818 $61.84 $109,137 $1,606 
June 30, 20201,046,327 $53.04 $54,688 $804 
As of SeptemberJune 30, 2020,2021, we had $50.0 million of senior unsecured notes that mature in September 2022, $100.0 million of
senior unsecured notes that mature in July 2024, $50.0 million of senior unsecured notes that mature in July 2026, $50.0 million
of senior unsecured notes that mature in October 2027, $100.0 million of senior unsecured notes that mature in December 2029 (collectively,
(collectively, the “Senior Unsecured Notes”), and a credit facility (the “Facility”), which consists of a $250.0 million unsecured
revolving credit facility that matures in October 2022, and a $100.0 million term loan that matures in January 2022. As of both SeptemberJune 30, 20202021 and December 31, 2019,2020, there were no borrowings outstanding on our revolving credit facility and $100.0 million of borrowings outstanding on our term loan.
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As of SeptemberJune 30, 2020,2021, we did not have any active interest rate caps. We previously had onean active interest rate cap to hedge the variable cash flows associated with $50.0 million of our existing $100.0 million variable-rate term loan.loan, which expired May 4, 2021. The cap hashad a notional value of $50.0 million and will effectively capcapped the annual interest rate payable at 4.0% plus 1.20% to 1.70%, depending on leverage, with respect to $50.0 million for the period from December 1, 2014 (effective date) to May 4, 2021. As of December 31, 2019, we had an additionalUnder the interest rate cap, with a notional value of $50.0 million (which expired on February 3, 2020) to hedge the variable cash flows associated with $50.0 million of our existing $100.0 million variable-rate term loan. We arewe were required to make certain monthly variable rate payments on the term loan, while the applicable counterparty iswas obligated to make certain monthly floating rate payments based on LIBOR to us in the event LIBOR iswas greater than 4.0%, referencing the same notional amount.
The aggregate amount of the Facility may be increased to a total of up to $600.0 million, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts. Outstanding borrowings under the Facility are limited to the lesser of (i) the sum of the $100.0 million term loan and the $250.0 million revolving credit facility, or (ii) 60.0% of the value of the unencumbered properties. Interest on the Facility, including the term loan is generally to be paid based upon, at our option, either (i) LIBOR plus the applicable LIBOR margin or (ii) the applicable base rate which is the greatest of the administrative agent’s prime rate, 0.50% above the federal funds effective rate, or thirty-day LIBOR plus the applicable LIBOR margin for LIBOR rate loans under the Facility plus 1.25%. The applicable LIBOR margin will range from 1.05% to 1.50% (1.05% as of SeptemberJune 30, 2020)2021) for the revolving credit facility and 1.20% to 1.70% (1.20% as of SeptemberJune 30, 2020) for2021) and the $100.0 million term loan, that matures in January 2022, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value. The Facility requires quarterly payments of an annual facility fee in an amount ranging from 0.15% to 0.30%, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value.
The Facility and the Senior Unsecured Notes are guaranteed by us and by substantially all of the current and to-be-formed subsidiaries of the borrower that own an unencumbered property. The Facility and the Senior Unsecured Notes are unsecured by our properties or by interests in the subsidiaries that hold such properties. The Facility and the Senior Unsecured Notes
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include a series of financial and other covenants with which we must comply. We were in compliance with the covenants under the Facility and the Senior Unsecured Notes as of SeptemberJune 30, 20202021 and December 31, 2019.2020.
On July 15, 2021, we issued in a private placement (i) $100.0 million of senior guaranteed green notes (the “Series A Notes”) and (ii) $50.0 million of senior guaranteed notes (the “Series B Notes” and, together with the Series A Notes, the “Notes”). The Series A Notes bear interest at a fixed annual interest rate of 2.41% and mature in July 2028, and the Series B Notes bear interest at a fixed annual interest rate of 2.84% and mature in July 2031. The Notes are guaranteed us and by substantially all of the current and to-be-formed subsidiaries of the borrower that own an unencumbered property. The Notes are unsecured by our properties or by interests in the subsidiaries that hold such properties. The Notes include a series of financial and other covenants with which we must comply.
As of SeptemberJune 30, 20202021 and December 31, 2019,2020, we had an outstanding mortgage loansloan payable, net of deferred financing costs, of approximately $11.4 million$0 and $44.3$11.3 million, respectively, and held cash and cash equivalents totaling approximately $155.3$40.0 million and $110.1$107.2 million, respectively. The mortgage loan payable was fully repaid in January 2021.
The following tables summarize our debt maturities and principal payments and market capitalization, capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the ninesix months ended SeptemberJune 30, 20202021 and 20192020 (dollars in thousands, except per share data):
Credit
Facility		Term LoanSenior
Unsecured
Notes		Mortgage
Loan
Payable		Total Debt
2020 (6 months)$—$—$—$155$155
2021———11,23311,233
2022—100,00050,000—150,000
2023—————
2024——100,000—100,000
Thereafter——200,000—200,000
Total Debt—100,000350,00011,388461,388
Deferred financing costs, net—(261)(2,034)(10)(2,305)
Total Debt, net$—$99,739$347,966$11,378$459,083
Weighted average interest raten/a1.4%3.8%5.5%3.3%
Credit
Facility		Term LoanSenior
Unsecured
Notes		Total Debt
2021 (6 months)$—$—$—$—
2022—100,00050,000150,000
2023————
2024——100,000100,000
2025————
Thereafter——200,000200,000
Total Debt—100,000350,000450,000
Deferred financing costs, net—(104)(1,742)(1,846)
Total Debt, net$—$99,896$348,258$448,154
Weighted average interest raten/a1.3%3.8%3.3%
As of June 30, 2021As of June 30, 2020
Total Debt, net$448,154 $459,044 
Equity
Common Stock
Shares Outstanding 1
70,467,125 68,461,437 
Market Price 2
$64.52 $52.64 
Total Equity4,546,539 3,603,810 
Total Market Capitalization$4,994,693 $4,062,854 
Total Debt-to-Total Investments in Properties 3
18.5 %21.1 %
Total Debt-to-Total Market Capitalization 4
9.0 %11.3 %
Floating Rate Debt as a % of Total Debt 5
22.3 %21.7 %
Unhedged Floating Rate Debt as a % of Total Debt 6
22.3 %10.9 %
Mortgage Loans Payable as a % of Total Debt 7
— %2.5 %
Mortgage Loans Payable as a % of Total Investments in Properties 8
— %0.5 %
Adjusted EBITDA 9
$69,959 $60,842 
Interest Coverage 10
8.6 x7.7 x
Fixed Charge Coverage 11
8.5 x6.8 x
Total Debt-to-Adjusted EBITDA 12
3.1 x3.7 x
Weighted Average Maturity of Total Debt (years)4.1 5.0 
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As of September 30, 2020As of September 30, 2019
Total Debt, net$459,083 $442,486 
Equity
Common Stock
Shares Outstanding 1
68,233,344 67,012,010 
Market Price 2
$54.76 $51.09 
Total Equity3,736,458 3,423,644 
Total Market Capitalization$4,195,541 $3,866,130 
Total Debt-to-Total Investments in Properties 3
21.1 %20.7 %
Total Debt-to-Total Investments in Properties and Senior Secured Loan 4
21.1 %20.6 %
Total Debt-to-Total Market Capitalization 5
10.9 %11.4 %
Floating Rate Debt as a % of Total Debt 6
21.7 %33.7 %
Unhedged Floating Rate Debt as a % of Total Debt 7
10.9 %11.3 %
Mortgage Loans Payable as a % of Total Debt 8
2.5 %10.1 %
Mortgage Loans Payable as a % of Total Investments in Properties 9
0.5 %2.1 %
Adjusted EBITDA 10
$92,540 $87,085 
Interest Coverage 11
7.8 x7.1 x
Fixed Charge Coverage 12
7.0 x5.9 x
Total Debt-to-Adjusted EBITDA 13
3.6 x3.7 x
Weighted Average Maturity of Total Debt (years)4.7 3.9 

1Includes 203,729215,962 and 427,868438,483 shares of unvested restricted stock outstanding as of SeptemberJune 30, 2021 and 2020, respectively. Also includes 275,727 and 2019,139,224 shares held in the Deferred Compensation Plan as of June 30, 2021 and 2020, respectively.
2Closing price of our shares of common stock on the New York Stock Exchange on SeptemberJune 30, 20202021 and September 28, 2019,2020, respectively, in dollars per share.
3Total debt-to-total investments in properties is calculated as total debt, including premiums and net of deferred financing costs, divided by total investments in properties.
4Total debt-to-total investments in properties and Senior Secured Loan is calculated as total debt, including premiums and net of deferred financing costs, divided by total investments in properties, including the Senior Secured Loan, net of deferred loan fees of approximately $0 and $0.1 million, as of September 30, 2020 and 2019, respectively.
5Total debt-to-total market capitalization is calculated as total debt, including premiums and net of deferred financing costs, divided by total market capitalization as of September 30, 2020 and 2019, respectively.capitalization.
65Floating rate debt as a percentage of total debt is calculated as floating rate debt, including premiums and net of deferred financing costs, divided by total debt, including premiums and net of deferred financing costs. Floating rate debt includes our $100.0 million variable-rate term loan borrowings, of which $50.0 million iswas subject to an interest rate cap of 4.0% plus 1.20% to 1.70%, depending on leverage as of September 30, 2020, and our $150.0 million variable-rate term loan borrowings, of which $100.0 million was subject to interest rate caps of 4.0% plus 1.20% to 1.70% as of September 30, 2019.December 31, 2020. See “Note 9 - Derivative Financial Instruments” in our condensed notes to consolidated financial statements for more information regarding our interest rate caps.
76Unhedged floating rate debt as a percentage of total debt is calculated as unhedged floating rate debt, including premiums and net of deferred financing costs, divided by total debt, including premiums and net of deferred financing costs. Hedged debt includes our $100.0 million variable-rate term loan borrowings, of which $50.0 million iswas subject to an interest rate cap of 4.0% plus 1.20% to 1.70%, depending on leverage as of September 30, 2020, and our $150.0 million variable rate term loan borrowings of which $100.0 million was subject to interest rate caps of 4.0% plus 1.20% to 1.70% as of September 30, 2019.December 31, 2020. See “Note 9 - Derivative Financial Instruments” in our condensed notes to consolidated financial statements for more information regarding our interest rate caps.
87Mortgage loans payable as a percentage of total debt is calculated as mortgage loans payable, including premiums and net of deferred financing costs, divided by total debt, including premiums and net of deferred financing costs.
98Mortgage loans payable as a percentage of total investments in properties is calculated as mortgage loans payable, including premiums and net of deferred financing costs, divided by total investments in properties.
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109Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation (“Adjusted EBITDA”) for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.
1110Interest coverage is calculated as Adjusted EBITDA divided by interest expense, including amortization. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.
1211Fixed charge coverage is calculated as Adjusted EBITDA divided by interest expense, including amortization plus capitalized interest. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.
1312Total debt-to-Adjusted EBITDA is calculated as total debt, including premiums and net of deferred financing costs, divided by annualized Adjusted EBITDA. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.
The following table sets forth the cash dividends paid or payable per share during the ninesix months ended SeptemberJune 30, 2020:
2021:
For the Three Months EndedSecurityDividend per
Share		Declaration DateRecord DateDate Paid
March 31, 2020Common stock$0.27 February 5, 2020March 27, 2020April 10, 2020
June 30, 2020Common stock$0.27 May 5, 2020June 30, 2020July 14, 2020
September 30, 20202021Common stock$0.29 August 4, 2020February 9, 2021October 2, 2020March 26, 2021October 16, 2020April 9, 2021
June 30, 2021Common stock$0.29 May 4, 2021June 30, 2021July 14, 2021

Sources and Uses of Cash
Our principal sources of cash are cash from operations, borrowings under loans payable, draws on our Facility, common and preferred stock issuances, proceeds from property dispositions and issuances of unsecured notes. Our principal uses of cash are asset acquisitions, debt service, capital expenditures, operating costs, corporate overhead costs and common stock dividends.
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Cash From Operating Activities. Net cash provided by operating activities totaled approximately $77.4$59.2 million for the ninesix months ended SeptemberJune 30, 20202021 compared to approximately $68.5$45.4 million for the ninesix months ended SeptemberJune 30, 2019.2020. This increase in cash provided by operating activities is primarily attributable to additional cash flows generated from the properties we acquired during 20192020 and 20202021 and same store properties.properties, as we acquired ten properties during six months ended June 30, 2021 compared to four properties acquired in the same period from the prior year.
Cash From Investing Activities. Net cash used in investing activities was approximately $183.4 million and net cash provided by investing activities was approximately $8.5$5.5 million, and net cash used in investing activities was $236.7 million, respectively, for the ninesix months ended SeptemberJune 30, 2021 and 2020, and 2019,respectively, which consisted primarily of cash paid for property acquisitions of approximately $46.8$160.0 million and $216.8$40.4 million, respectively, additions to capital improvements of approximately $31.3$23.4 million and $45.2$19.7 million, respectively, partially offset by net cash received for the Senior Secured Loansenior secured loan of $0 and $15.9 million, and $0, respectively, and net proceeds from sales of real estate investments of approximately $70.7 million$0 and $25.3$49.7 million, respectively.
Cash From Financing Activities. Net cash provided by financing activities was approximately $59.1 million for the six months ended June 30, 2021, which consisted primarily of approximately $111.0 million in net common stock issuance proceeds partially offset by approximately $40.0 million in equity dividend payments and approximately $11.3 million in mortgage loan payments. Net cash used in financing activities was approximately $42.6$14.9 million for the ninesix months ended SeptemberJune 30, 2020, which consisted primarily of approximately $55.2$54.7 million in net common stock issuance proceeds, partially offset by approximately $54.9$36.5 million in equity dividend payments and approximately $33.0$32.8 million in mortgage loan payments. Net cash provided by financing activities was approximately $191.1 million for the nine months ended September 30, 2019, which consisted primarily of approximately $260.7 million in net common stock issuance proceeds offset by $19.0 million in net payments on our Facility and approximately $45.5 million in equity dividend payments.
Critical Accounting Policies
A summary of our critical accounting policies is set forth in our Annual Report on Form 10-K for the year ended December 31, 20192020 and in the condensed notes to consolidated financial statements in this Quarterly Report on Form 10-Q.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Contractual Obligations
As of NovemberAugust 3, 2020,2021, we have fiveseven outstanding contracts with third-party sellers to acquire threeseven industrial properties consisting of approximately 68,000 square feet and two improved land parcels consisting of 5.8 acres for a total aggregate anticipated purchase price of approximately $42.5$107.1 million. There is no assurance that we will acquire the properties under contract because the proposed acquisitions are subject to the completion of satisfactory due diligence and various closing conditions.
The following table summarizes certain information with respect to the properties we have under contract:
MarketNumber of
Buildings		Square FeetPurchase Price (in
thousands)		Assumed Debt (in
thousands)
Los Angeles 1
1 12,618 $14,300 $— 
Northern New Jersey/New York City1 16,159 10,625 — 
San Francisco Bay Area— — — — 
Seattle1 38,883 11,737 — 
Miami 2
— — 5,800 — 
Washington, D.C.— — — — 
Total3 67,660 $42,462 $— 
our contractual obligations due by period as of June 30, 2021 (dollars in thousands):
Contractual ObligationsLess than 1
Year		1-3 Years3-5 YearsMore than 5
Years		Total
Debt$100,000 $50,000 $100,000 $200,000 $450,000 
Debt interest payments13,325 23,478 16,795 15,475 69,073 
Operating lease commitments481 184 — — 665 
Purchase obligations107,050 — — — 107,050 
Total$220,856 $73,662 $116,795 $215,475 $626,788 
1 Includes one improved land parcel containing approximately 2.5 acres.
2 Includes one improved land parcel containing approximately 5.8 acres.
As of NovemberAugust 3, 2020,2021, we have executed twofive non-binding letters of intent with third-party sellers to acquire fourfive industrial buildings consisting of approximately 125,000 square feet and one improved land parcel consisting of approximately 2.2 acresproperties for a total anticipated purchase price of approximately $25.6$59.9 million. In the normal course of ourits business, we enter into non-binding letters of intent to purchase properties from third parties that may obligate us to make payments or perform other obligations upon the occurrence of certain events, including the execution of a purchase and sale agreement and satisfactory completion of various due diligence matters. There can be no assurance that we will enter into a purchase and sale agreementagreements with respect to the propertythese properties or otherwise complete any such prospective purchasepurchases on the terms described or at all.

The following table summarizes our contractual obligations due by period as
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Table of September 30, 2020 (dollars in thousands):
Contractual ObligationsLess than 1
Year		1-3 Years3-5 YearsMore than 5
Years		Total
Debt$11,388 $150,000 $100,000 $200,000 $461,388 
Debt interest payments13,686 24,535 18,670 100,766 157,657 
Operating lease commitments273 210 — — 483 
Purchase obligations42,462 — — — 42,462 
Total$67,809 $174,745 $118,670 $300,766 $661,990 

Contents
Non-GAAP Financial Measures
We use the following non-GAAP financial measures that we believe are useful to investors as key supplemental measures of our operating performance: funds from operations, or FFO, Adjusted EBITDA, net operating income, or NOI, same store NOI and cash-basis same store NOI. FFO, Adjusted EBITDA, NOI, same store NOI and cash-basis same store NOI should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP. Further, our computation of FFO, Adjusted EBITDA, NOI, same store NOI and cash-basis same store NOI may not be comparable to FFO, Adjusted EBITDA, NOI, same store NOI and cash-basis same store NOI reported by other companies.
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We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”), which defines FFO as net income (loss) (determined in accordance with GAAP), excluding gains (losses) from sales of property and impairment write-downs of depreciable real estate, plus depreciation and amortization on real estate assets and after adjustments for unconsolidated partnerships and joint ventures (which are calculated to reflect FFO on the same basis). We believe that presenting FFO provides useful information to investors regarding our operating performance because it is a measure of our operations without regard to specified non-cash items, such as real estate depreciation and amortization and gain or loss on sale of assets.
We believe that FFO is a meaningful supplemental measure of our operating performance because historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting alone to be insufficient. As a result, we believe that the use of FFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance.
The following table reflects the calculation of FFO reconciled from net income for the three and ninesix months ended SeptemberJune 30, 20202021 and 20192020 (dollars in thousands except per share data):
 For the Three Months Ended September 30,  For the Nine Months Ended September 30,  
 20202019$ Change% Change20202019$ Change% Change
Net income$22,722 $14,784 $7,938 53.7 %$66,282 $40,695 $25,587 62.9 %
Gain on sales of real estate investments(9,016)(1,782)(7,234)405.9 %(26,766)(6,247)(20,519)328.5 %
Depreciation and amortization
Depreciation and amortization12,124 11,105 1,019 9.2 %34,683 32,168 2,515 7.8 %
Non-real estate depreciation(13)(27)14 (51.9)%(59)(82)23 (28.0)%
Allocation to participating securities 1
(125)(152)27 (17.8)%(438)(415)(23)5.5 %
Funds from operations attributable to common stockholders 2
$25,692 $23,928 $1,764 7.4 %$73,702 $66,119 $7,583 11.5 %
Basic FFO per common share$0.38 $0.36 $0.02 5.6 %1.09$1.04 $0.05 4.8 %
Diluted FFO per common share$0.38 $0.36 $0.02 5.6 %1.09$1.03 $0.06 5.8 %
Weighted average basic common shares68,112,661 65,724,426 67,600,957 63,667,100 
Weighted average diluted common shares68,372,515 66,018,996 67,860,811 63,961,670��
 For the Three Months Ended June 30,  For the Six Months Ended June 30,  
 20212020$ Change% Change20212020$ Change% Change
Net income$17,378 $30,704 $(13,326)(43.4)%$33,635 $43,560 $(9,925)(22.8)%
Gain on sales of real estate investments— (17,750)17,750 n/a— (17,750)17,750 n/a
Depreciation and amortization11,968 11,459 509 4.4 %23,344 22,559 785 3.5 %
Non-real estate depreciation(17)(20)3 (15.0)%(30)(46)16 (34.8)%
Allocation to participating securities 1
(90)(152)62 (40.8)%(176)(305)129 (42.3)%
Funds from operations attributable to common stockholders 2
$29,239 $24,241 $4,998 20.6 %$56,773 $48,018 $8,755 18.2 %
Basic FFO per common share$0.42 $0.36 $0.06 16.7 %0.82$0.71 $0.11 15.5 %
Diluted FFO per common share$0.42 $0.36 $0.06 16.7 %0.82$0.71 $0.11 15.5 %
Weighted average basic common shares69,580,253 67,622,005 69,094,360 67,342,293 
Weighted average diluted common shares69,808,430 68,029,144 69,317,407 67,749,432 
1To be consistent with our policies of determining whether instruments granted in share-based payment transactions are participating securities and accounting for earnings per share, the FFO per common share is adjusted for FFO distributed through declared dividends (if any) and allocated to all participating securities (weighted average common shares outstanding and unvested restricted shares outstanding) under the two-class method. Under this method, allocations were made to 291,893216,025 and 406,970438,595 of weighted average unvested restricted shares outstanding for the three months ended SeptemberJune 30, 20202021 and 2019,2020, respectively, and 387,990213,897 and 394,089436,567 of weighted average unvested restricted shares outstanding for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.
2Includes performance share award expense of approximately $1.3 million and $1.6$1.0 million for the three months ended SeptemberJune 30, 20202021 and 2019,2020, respectively, and approximately $3.8$2.6 million and $6.4$2.5 million for the ninesix months ended September
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June 30, 20202021 and 2019,2020, respectively. See “Note 11 – Stockholders’ Equity” in the condensed notes to consolidated financial statements for more information regarding our performance share awards.
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FFO increased by approximately $1.8$5.0 million and $7.6$8.8 million for the three and ninesix months ended SeptemberJune 30, 2020,2021, respectively, compared to the same periods from the prior year due primarily to property acquisitions during 2019 and 2020 and same store NOI growth of approximately $0.8$4.4 million and $1.6$7.6 million for the three and ninesix months ended SeptemberJune 30, 2020,2021, respectively, compared to the same periods from the prior year. In addition, FFO increased due to a decrease in performance share award expense of approximately $0.3 millionyear as well as property acquisitions during 2020 and $2.6 million for the three and nine months ended September 30, 2020, respectively.2021.
We compute Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sales of real estate investments, acquisition costs and stock-based compensation. We believe that presenting Adjusted EBITDA provides useful information to investors regarding our operating performance because it is a measure of our operations on an unleveraged basis before the effects of tax, gain (loss) on sales of real estate investments, non-cash depreciation and amortization expense, acquisition costs and stock-based compensation. By excluding interest expense, Adjusted EBITDA allows investors to measure our operating performance independent of our capital structure and indebtedness and, therefore, allows for more meaningful comparison of our operating performance between quarters and other interim periods as well as annual periods and for the comparison of our operating performance to that of other companies, both in the real estate industry and in other industries. As we are currently in a growth phase, acquisition costs are excluded from Adjusted EBITDA to allow for the comparison of our operating performance to that of stabilized companies.
The following table reflects the calculation of Adjusted EBITDA reconciled from net income for the three and ninesix months ended SeptemberJune 30, 20202021 and 20192020 (dollars in thousands):
 For the Three Months Ended September 30,  For the Nine Months Ended September 30,  
 20202019$ Change% Change20202019$ Change% Change
Net income$22,722 $14,784 $7,938 53.7 %$66,282 $40,695 $25,587 62.9 %
Gain on sales of real estate investments(9,016)(1,782)(7,234)405.9 (26,766)(6,247)(20,519)328.5 %
Depreciation and amortization12,124 11,105 1,019 9.2 %34,683 32,168 2,515 7.8 %
Interest expense, including amortization3,887 3,952 (65)(1.6)%11,802 12,269 (467)(3.8)%
Stock-based compensation1,859 1,992 (133)(6.7)%6,353 8,152 (1,799)(22.1)%
Acquisition costs123 47 76 161.7 %186 48 138 287.5 %
Adjusted EBITDA$31,699 $30,098 $1,601 5.3 %$92,540 $87,085 $5,455 6.3 %
 For the Three Months Ended June 30,  For the Six Months Ended June 30,  
 20212020$ Change% Change20212020$ Change% Change
Net income$17,378 $30,704 $(13,326)(43.4)%$33,635 $43,560 $(9,925)(22.8)%
Gain on sales of real estate investments— (17,750)17,750 n/a— (17,750)17,750 n/a
Depreciation and amortization11,968 11,459 509 4.4 %23,344 22,559 785 3.5 %
Interest expense, including amortization4,016 3,909 107 2.7 %8,161 7,915 246 3.1 %
Stock-based compensation2,677 2,316 361 15.6 %4,647 4,495 152 3.4 %
Acquisition costs117 11 106 963.6 %172 63 109 173.0 %
Adjusted EBITDA$36,156 $30,649 $5,507 18.0 %$69,959 $60,842 $9,117 15.0 %
We compute NOI as rental revenues, including tenant expense reimbursements, less property operating expenses. We compute same store NOI as rental revenues, including tenant expense reimbursements, less property operating expenses on a same store basis. NOI excludes depreciation, amortization, general and administrative expenses, acquisition costs and interest expense, including amortization. We compute cash-basis same store NOI as same store NOI excluding straight-line rents and amortization of lease intangibles. The same store pool includes all properties that were owned and in operation as of SeptemberJune 30, 20202021 and since January 1, 20192020 and excludes properties that were either disposed of prior to, held for sale to a third party or in redevelopment as of SeptemberJune 30, 2020.2021. As of SeptemberJune 30, 2020,2021, the same store pool consisted of 198213 buildings aggregating approximately 12.012.7 million square feet representing approximately 91.5%92.0% of our total square feet owned and 1419 improved land parcels containing approximately 54.279.6 acres. We believe that presenting NOI, same store NOI and cash-basis same store NOI provides useful information to investors regarding the operating performance of our properties because NOI excludes certain items that are not considered to be controllable in connection with the management of the properties, such as depreciation, amortization, general and administrative expenses, acquisition costs and interest expense. By presenting same store NOI and cash-basis same store NOI, the operating results on a same store basis are directly comparable from period to period.
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The following table reflects the calculation of NOI, same store NOI and cash-basis same store NOI reconciled from net income for the three and ninesix months ended SeptemberJune 30, 20202021 and 20192020 (dollars in thousands):
 For the Three Months Ended September 30,  For the Nine Months Ended September 30,  
 20202019$ Change% Change20202019$ Change% Change
Net income 1
$22,722 $14,784 $7,938 53.7 %$66,282 $40,695 $25,587 62.9 %
Depreciation and amortization12,124 11,105 1,019 9.2 %34,683 32,168 2,515 7.8 %
General and administrative5,130 5,132 (2)— %16,553 17,852 (1,299)(7.3)%
Acquisition costs123 47 76 161.7 %186 48 138 287.5 %
Total other income and expenses(5,180)1,338 (6,518)n/a(15,769)2,851 (18,620)n/a
Net operating income34,919 32,406 2,513 7.8 %101,935 93,614 8,321 8.9 %
Less non-same store NOI 2
(4,900)(3,166)(1,734)54.8 %(13,979)(7,242)(6,737)93.0 %
Same store NOI 3
$30,019 $29,240 $779 2.7 %$87,956 $86,372 $1,584 1.8 %
Less straight-line rents and amortization of lease intangibles 4
2,509 (1,346)3,855 n/a811 (4,772)5,583 n/a
Cash-basis same store NOI 3
$32,528 $27,894 $4,634 16.6 %$88,767 $81,600 $7,167 8.8 %
Less termination fee income(3,483)(40)(3,443)8,607.5 %(3,621)(203)(3,418)1,683.7 %
  Cash-basis same store NOI excluding termination fees$29,045 $27,854 $1,191 4.3 %$85,146 $81,397 $3,749 4.6 %
 For the Three Months Ended June 30,  For the Six Months Ended June 30,  
 20212020$ Change% Change20212020$ Change% Change
Net income 1
$17,378 $30,704 $(13,326)(43.4)%$33,635 $43,560 $(9,925)(22.8)%
Depreciation and amortization11,968 11,459 509 4.4 %23,344 22,559 785 3.5 %
General and administrative6,866 5,665 1,201 21.2 %12,448 11,423 1,025 9.0 %
Acquisition costs117 11 106 963.6 %172 63 109 173.0 %
Total other income and expenses3,795 (14,031)17,826 n/a7,704 (10,589)18,293 n/a
Net operating income40,124 33,808 6,316 18.7 %77,303 67,016 10,287 15.4 %
Less non-same store NOI 2
(3,438)(1,531)(1,907)124.6 %(5,616)(2,931)(2,685)91.6 %
Same store NOI$36,686 $32,277 $4,409 13.7 %$71,687 $64,085 $7,602 11.9 %
Less straight-line rents and amortization of lease intangibles 3
(2,786)(2,129)(657)30.9 %(5,219)(3,570)(1,649)46.2 %
Cash-basis same store NOI$33,900 $30,148 $3,752 12.4 %$66,468 $60,515 $5,953 9.8 %
Less termination fee income(29)(119)90(75.6)%(147)(159)12 (7.5)%
  Cash-basis same store NOI excluding termination fees$33,871 $30,029 $3,842 12.8 %$66,321 $60,356 $5,965 9.9 %
1Includes approximately $3.5 million and $40,000 of lease termination income for the three months ended September 30, 2020 and 2019, respectively, and approximately $3.7$0.1 million and $0.2 million of lease termination income for the ninethree months ended SeptemberJune 30, 2021 and 2020, respectively, and 2019, respectively.approximately $0.2 million of lease termination income for both the six months ended June 30, 2021 and 2020.
2Includes 20192020 and 20202021 acquisitions and dispositions, eight improved land parcels and one propertythree properties under redevelopment.
3Includes approximately $3.5 million and $40,000 of lease termination income for the three months ended September 30, 2020 and 2019, respectively, and approximately $3.6 million and $0.2 million of lease termination income for the nine months ended September 30, 2020 and 2019, respectively.
4Includes straight-line rents and amortization of lease intangibles for the same store pool only.

Cash-basis same store NOI increased by approximately $4.6$3.8 million for the three months ended SeptemberJune 30, 20202021 compared to the same period from the prior year. Such increase included a cash termination fee of approximately $3.3 million paid in July 2020, related to the termination of a lease held with the existing tenant at our Belleville property. We have since executed a new lease with a leading e-commerce firm. In connection with the termination we incurred a non-cash deferred rent receivable write-off of approximately $3.4 million. In addition, cash-basis same store NOI increasedyear primarily due to increased rental revenue on new and renewed leases. For the three months ended SeptemberJune 30, 20202021 and 2019, respectively,2020, total contractual rent abatements of approximately $0.6$0.7 million and $0.4$1.2 million, respectively, were given to certain tenants in the same-store pool and approximately $3.5$0 and $0.1 million, and $40,000,respectively, in lease termination income was received from certain tenants in the same store pool. Approximately $0.3In addition, approximately $0.9 million of the increase in cash-basis same store NOI for the three months ended SeptemberJune 30, 20202021 related to properties that were acquired vacant or with near term expirations in 2018.2019.

Cash-basis same store NOI increased by approximately $7.2$6.0 million for the ninesix months ended SeptemberJune 30, 20202021 compared to the same period from the prior year. Such increase included a cash termination fee of approximately $3.3 million paid in July 2020, related to the termination of a lease held with the existing tenant at our Belleville property. We have since executed a new lease with a leading e-commerce firm. In connection with the termination we incurred a non-cash deferred rent receivable write-off of approximately $3.4 million.In addition, cash-basis same store NOI increasedyear primarily due to increased rental revenue on new and renewed leases, partially offset by a decrease in occupancy rate. For both the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, total contractual rent abatements of $1.7 million andapproximately $1.6 million respectively, were given to certain tenants in the same-store pool and approximately $3.6$0.1 million and $0.2 million, respectively, in lease termination income was received from certain tenants in the same store pool. Approximately $0.7In addition, approximately $1.7 million of the increase in cash-basis same store NOI for the ninesix months ended SeptemberJune 30, 20202021 related to properties that were acquired vacant or with near term expirations in 2018.2019.
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Item 3.    Quantitative and Qualitative Disclosures About Market Risk
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business strategies, the primary market risk which we are exposed to is interest rate risk. We are exposed to interest rate changes primarily as a result of debt used to maintain liquidity, fund capital expenditures and expand our investment portfolio and operations. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. As described below, some of our outstanding debt bears interest at variable rates, and we expect that some of our future outstanding debt will have variable interest rates. We may use interest rate caps and/or swap agreements to manage our interest rate risks relating to our variable rate debt. We expect to replace variable rate debt on a regular basis with fixed rate, long-term debt to finance our assets and operations.
As of SeptemberJune 30, 2020,2021, we had $100.0 million of borrowings outstanding under our Facility. Of the $100.0 million outstanding on the Facility, $50.0 million isnone of which were subject to interest rate caps. See “Note 9 - Derivative Financial Instruments” in the condensed notes to consolidated financial statements for more information regarding our interest rate caps. Amounts borrowed under our Facility bear interest at a variable rate based on LIBOR plus an applicable LIBOR margin. The weighted average interest rate on borrowings outstanding under our Facility was 1.4%1.3% as of SeptemberJune 30, 2020.2021. If the LIBOR rate were to fluctuate by 0.25%, interest expense would increase or decrease, depending on rate movement, future earnings and cash flows by approximately $0.3 million annually on the total of the outstanding balances on our Facility as of SeptemberJune 30, 2020.2021.

In the event that LIBOR is discontinued, the interest rate for our debt, including our Facility, will be based on a replacement rate or an alternate base rate as specified in the applicable documentation governing such debt or as otherwise agreed upon. Such an event would not affect our ability to borrow or maintain already outstanding borrowings, but the replacement rate or alternate base rate could be higher or more volatile than LIBOR prior to its discontinuance. We understand that LIBOR is expected to remain available through the end of 2021, but may be discontinued or otherwise become unavailable thereafter.
Item 4.     Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer, President and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and has concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to give reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer, President, and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended SeptemberJune 30, 20202021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1.    Legal Proceedings
We are not involved in any material litigation nor, to our knowledge, is any material litigation threatened against us.
Item 1A. Risk Factors
The following risk factor supplements the risk factors described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and should be read in conjunction with the other risk factors presented in our Annual Report on Form 10-K for the year December 31, 2019 and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020.
The outbreak of the novel coronavirus (COVID-19) has caused, and could continue to cause, severe disruptions in the U.S., regional and global economies and could materially and adversely impact our business, financial condition and results of operations and the business, financial condition and results of operations of our tenants.
In March 2020, the World Health Organization declared COVID-19 a global pandemic. COVID-19 has caused, and could continue to cause, significant disruptions to the U.S. and global economies and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak is continually and rapidly evolving and, as additional cases of the virus are identified, many countries, including the U.S., have reacted by instituting quarantines, restrictions on travel and/or mandatory closures of businesses. Certain states and cities, including where our headquarters and our properties are located, have also reacted by instituting quarantines, restrictions on travel, “shelter-in-place” rules, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue.
The extent to which COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted accurately, including the scope, severity and duration of such pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of COVID-19 on our business and businesses of our tenants. Nevertheless, COVID-19 and actions taken to contain it or mitigate its impact may materially and adversely affect our businesses, financial condition and results of operations and may also have the effect of heightening many of the risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019. Such risks and potential material adverse impacts include:
•the complete or partial closure of, or other operational restrictions or other issues at, one or more of our properties resulting from government or tenant action has had, and could continue to have, a material adverse impact on our operations and those of our tenants and third-party property managers;
•reduced economic activity impacting the businesses, financial condition and liquidity of our tenants, could cause one or more of our tenants, including certain significant tenants, or one or more of our third-party managers, to be unable to meet their rent payment or other obligations to us in full, or at all, to otherwise seek modifications of such obligations, including rent payment deferrals, or to file for bankruptcy protection;
•We continue to work with our customers who have been forced to close or otherwise limit operations or whose businesses have been adversely impacted during the pandemic to, on a case-by-case basis, provide rent deferments. Through November 3, 2020, we have granted rent deferrals to 59 tenants aggregating approximately 2.6% of annualized base rent. No rent abatements were granted. For the 59 rent deferrals granted:

◦13 tenants aggregating 0.1% of annualized base rent (5.4% of total deferrals) have completed their rent deferral period and have fully repaid the deferral amounts;

◦34 tenants aggregating 2.2% of annualized base rent (82.3% of total deferrals) have not completed their rent deferral repayment period and are fulfilling the terms of their deferral agreements; and

◦12 tenants aggregating 0.3% of annualized base rent (12.3% of total deferrals) have defaulted on their rent deferral repayments;
•our inability to renew leases, lease vacant space, including vacant space from tenant defaults, or re-lease space as leases expire on favorable terms, or at all, including in the current slowing leasing environment could result in lower rental revenues or cause interruptions or delays in the receipt, or non-receipt, of rental payments;
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•state, local or industry-initiated efforts, such as a rent freeze for tenants or a suspension of a landlord’s ability to enforce evictions may affect our ability to collect rent or enforce remedies for the failure to pay rent;
•a general decline in business activity and demand for real estate transactions, including the reduced activity in the current environment could adversely affect our ability or desire to grow through investments in industrial properties or make strategic dispositions;
•severe disruption and instability in the U.S. and global financial markets or deteriorations in credit and financing conditions could make it difficult for us to access debt and equity capital on attractive terms, or at all, and impact our ability to fund business activities and repay debt on a timely basis;
•disruptions in the supply of materials or products or the inability of contractors to perform on a timely basis or at all, including as a result of restrictions on construction activity could cause delays in completing ongoing or future construction or re-development projects;
•the potential negative impact of COVID-19 on the health of our personnel, particularly if a significant number of our senior management group or key employees are impacted, could result in a deterioration in our ability to ensure business continuity;
•limited access to our facilities, and to, or among, our management, tenants, support staff, third-party property managers and professional advisors could decrease the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, increase our susceptibility to security breaches, or hamper our ability to comply with regulatory obligations and lead to reputational harm and regulatory issues or fines;
•any inability for us to effectively manage our portfolio and manage our operations or any inability of our third-party property managers to provide services to us while working remotely during the COVID-19 pandemic and for a time after such pandemic could adversely impact our business;
•our potential inability to comply with financial covenants of the Facility and other debt agreements could result in default and potential acceleration of indebtedness and impact our ability to make additional borrowings under the Facility or other borrowings in the future.
Except to the extent updated above or previously updatedbelow or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.2020.
Item 2.    Unregistered Sale of Equity Securities and Use of Proceeds
(a)Not Applicable.
(b)Not Applicable.
(c)
Period(a) Total Number of Shares of Common Stock Purchased(b) Average Price Paid per Common Share(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plan or Program
July 1, 2020 - July 31, 2020—— N/AN/A
August 1, 2020 - August 31, 2020149,86560.83 N/AN/A
September 1, 2020 - September 30, 2020—— N/AN/A
149,8651$60.83 N/AN/A
(1)Represents shares of common stock surrendered by employees to the Company to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted stock.Not Applicable.
Item 3.    Defaults Upon Senior Securities
None.
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Item 4.    Mine Safety Disclosures
Not Applicable.
Item 5.    Other Information
None.
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Item 6.    Exhibits
Exhibit
Number
Exhibit Description
10.1
31.1*
31.2*
31.3*
32.1**
32.2**
32.3**
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*Inline XBRL Taxonomy Definition Linkbase Document
104*Cover Page Interactive Data File (formatted as inline XBRL and with applicable taxonomy extension information contained in Exhibits 101.*)
________________
*    Filed herewith.
**    Furnished herewith.
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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 thereunto duly authorized.
Terreno Realty Corporation
NovemberAugust 4, 20202021By:/s/ W. Blake Baird
W. Blake Baird
Chairman and Chief Executive Officer
NovemberAugust 4, 20202021By:/s/ Michael A. Coke
Michael A. Coke
President
NovemberAugust 4, 20202021By:/s/ Jaime J. Cannon
Jaime J. Cannon
Chief Financial Officer

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