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 June 30, ~~2022~~2023


☐			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.)

10500 NE 8th Street, Suite ~~301~~1910 Bellevue, WA									98004

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

TRNO

New 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”

and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

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 ~~75,546,968~~83,910,716 shares of its common stock, $0.01 par value per share, outstanding as of ~~August 1, 2022.~~July 31, 2023.

Terreno Realty Corporation

Table of Contents


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements of Terreno Realty Corporation (unaudited)
	Consolidated Balance Sheets as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022	2
	Consolidated Statements of Operations for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022	3
	~~Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022 and 2021~~	4
	Consolidated Statements of Equity for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022	54
	Consolidated Statements of Cash Flows for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022	65
	Condensed Notes to Consolidated Financial Statements	76

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1918
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
SIGNATURES		42

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)


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
		(unaudited)					(unaudited)
ASSETS	ASSETS					ASSETS
Investments in real estate	Investments in real estate					Investments in real estate
Land	Land	$	1,732,321	$	1,556,952	Land	$	1,938,868	$	1,850,860
Buildings and improvements	Buildings and improvements	1,303,031		1,210,591		Buildings and improvements	1,509,858		1,372,473
Construction in progress	Construction in progress	99,142		65,157		Construction in progress	271,414		51,896
Intangible assets	Intangible assets	121,946		114,126		Intangible assets	140,799		123,545
Total investments in properties	Total investments in properties	3,256,440		2,946,826		Total investments in properties	3,860,939		3,398,774
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(296,568)		(279,062)		Accumulated depreciation and amortization	(354,978)		(323,631)
Net investments in properties	Net investments in properties	2,959,872		2,667,764		Net investments in properties	3,505,961		3,075,143

Cash and cash equivalents	Cash and cash equivalents	7,237		204,404		Cash and cash equivalents	58,920		26,393
Restricted cash	Restricted cash	3,096		397		Restricted cash	1,101		1,690

Other assets, net	Other assets, net	58,677		51,650		Other assets, net	71,470		61,215
Total assets	Total assets	$	3,028,882	$	2,924,215	Total assets	$	3,637,452	$	3,164,441
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Liabilities	Liabilities					Liabilities
Credit facility	Credit facility	$	12,000	$	—	Credit facility	$	—	$	—
Term loans payable, net	Term loans payable, net	99,545		99,495		Term loans payable, net	199,027		198,993
Senior unsecured notes, net	Senior unsecured notes, net	621,514		621,175		Senior unsecured notes, net	572,121		571,825

Security deposits	Security deposits	26,559		23,914		Security deposits	32,207		27,454
Intangible liabilities, net	Intangible liabilities, net	56,587		51,025		Intangible liabilities, net	89,038		55,873
Dividends payable	Dividends payable	25,686		25,618		Dividends payable	33,501		30,753

Accounts payable and other liabilities	Accounts payable and other liabilities	57,406		45,025		Accounts payable and other liabilities	63,294		49,692
Total liabilities	Total liabilities	899,297		866,252		Total liabilities	989,188		934,590
Commitments and contingencies (Note 12)		0		0
Commitments and contingencies (Note 11)						Commitments and contingencies (Note 11)
Equity	Equity					Equity
Stockholders’ equity	Stockholders’ equity					Stockholders’ equity
Common stock: $0.01 par value, 400,000,000 shares authorized, and 75,120,374 and 75,068,575 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively.		752		752
Common stock: $0.01 par value, 400,000,000 shares authorized, and 83,236,177 and 76,463,482 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively.						Common stock: $0.01 par value, 400,000,000 shares authorized, and 83,236,177 and 76,463,482 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively.	833		765
Additional paid-in capital	Additional paid-in capital	2,087,682		2,069,604		Additional paid-in capital	2,594,382		2,167,276
Common stock held in deferred compensation plan, 426,594 and 275,727 shares at June 30, 2022 and December 31, 2021, respectively.		(26,982)		(15,197)
Common stock held in deferred compensation plan, 514,539 and 417,665 shares at June 30, 2023 and December 31, 2022, respectively.						Common stock held in deferred compensation plan, 514,539 and 417,665 shares at June 30, 2023 and December 31, 2022, respectively.	(32,134)		(26,462)
Retained earnings	Retained earnings	68,133		2,804		Retained earnings	85,183		88,272

Total stockholders’ equity	Total stockholders’ equity	2,129,585		2,057,963		Total stockholders’ equity	2,648,264		2,229,851
Total liabilities and equity	Total liabilities and equity	$	3,028,882	$	2,924,215	Total liabilities and equity	$	3,637,452	$	3,164,441

The accompanying condensed notes are an integral part of these consolidated financial statements.

Table of Contents

Terreno Realty Corporation

Consolidated Statements of Operations

(in thousands – except share and per share data)

(Unaudited)


		For the Three Months Ended June 30,				For the Six Months Ended June 30,				For the Three Months Ended June 30,				For the Six Months Ended June 30,
		2022		2021		2022		2021				2023		2022		2023		2022
REVENUES	REVENUES										REVENUES
Rental revenues and tenant expense reimbursements	Rental revenues and tenant expense reimbursements	$	65,369	$	53,295	$	129,404	$	103,986		Rental revenues and tenant expense reimbursements	$	79,535	$	65,369	$	154,186	$	129,404

Total revenues	Total revenues	65,369		53,295		129,404		103,986			Total revenues	79,535		65,369		154,186		129,404
COSTS AND EXPENSES	COSTS AND EXPENSES										COSTS AND EXPENSES
Property operating expenses	Property operating expenses	15,804		13,171		32,680		26,683			Property operating expenses	18,586		15,804		36,967		32,680
Depreciation and amortization	Depreciation and amortization	15,288		11,968		30,270		23,344			Depreciation and amortization	18,232		15,288		36,391		30,270
General and administrative	General and administrative	7,333		6,866		14,860		12,448			General and administrative	9,766		7,333		19,086		14,860
Acquisition costs and other	Acquisition costs and other	1,027		117		1,055		172			Acquisition costs and other	27		1,027		75		1,055
Total costs and expenses	Total costs and expenses	39,452		32,122		78,865		62,647			Total costs and expenses	46,611		39,452		92,519		78,865
OTHER INCOME (EXPENSE)	OTHER INCOME (EXPENSE)										OTHER INCOME (EXPENSE)
Interest and other income	Interest and other income	115		221		236		457			Interest and other income	973		115		2,936		236
Interest expense, including amortization	Interest expense, including amortization	(5,047)		(4,016)		(10,128)		(8,161)			Interest expense, including amortization	(5,900)		(5,047)		(13,275)		(10,128)

Gain on sales of real estate investments	Gain on sales of real estate investments	76,048		—		76,048		—			Gain on sales of real estate investments	12,257		76,048		12,257		76,048
Total other income (expense)	Total other income (expense)	71,116		(3,795)		66,156		(7,704)			Total other income (expense)	7,330		71,116		1,918		66,156
Net income	Net income	97,033		17,378		116,695		33,635			Net income	40,254		97,033		63,585		116,695

Allocation to participating securities	Allocation to participating securities	(382)		(53)		(467)		(104)			Allocation to participating securities	(180)		(382)		(286)		(467)
Net income available to common stockholders	Net income available to common stockholders	$	96,651	$	17,325	$	116,228	$	33,531		Net income available to common stockholders	$	40,074	$	96,651	$	63,299	$	116,228
EARNINGS PER COMMON SHARE - BASIC AND DILUTED:	EARNINGS PER COMMON SHARE - BASIC AND DILUTED:										EARNINGS PER COMMON SHARE - BASIC AND DILUTED:
Net income available to common stockholders - basic	Net income available to common stockholders - basic	$	1.28	$	0.25	$	1.55	$	0.49		Net income available to common stockholders - basic	$	0.48	$	1.28	$	0.78	$	1.55
Net income available to common stockholders - diluted	Net income available to common stockholders - diluted	$	1.28	$	0.25	$	1.54	$	0.48		Net income available to common stockholders - diluted	$	0.48	$	1.28	$	0.77	$	1.54
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	75,250,655		69,580,253		75,225,233		69,094,360			BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	83,116,241		75,250,655		81,514,960		75,225,233
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	75,340,872		69,808,430		75,310,343		69,317,407			DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	83,116,241		75,340,872		81,761,199		75,310,343

The accompanying condensed notes are an integral part of these consolidated financial statements.

~~Table of Contents~~

~~Terreno Realty Corporation~~

~~Consolidated Statements of Comprehensive Income~~

~~(in thousands)~~

~~(Unaudited)~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
2022 2021 2022 2021
Net income $ 97,033 $ 17,378 $ 116,695 $ 33,635
Other comprehensive income:
Cash flow hedge adjustment — 77 — 183
Comprehensive income $ 97,033 $ 17,455 $ 116,695 $ 33,818

~~The accompanying condensed notes are an integral part of these consolidated financial statements.~~

Table of Contents

Terreno Realty Corporation

Consolidated Statements of Equity

(in thousands – except share data)

(Unaudited)

Six months ended June 30, ~~2022:~~2023:

Common Stock Additional
Paid-
in Capital Common Shares Held in Deferred Compensation Plan Deferred Compensation Plan Retained (Deficit)
Earnings Accumulated
Other Comprehensive
Loss
Number of
Shares Amount Total
Balance as of December 31, 2021 75,068,575 $ 752 $ 2,069,604 275,727 $ (15,197) $ 2,804 $ — $ 2,057,963
Net income — — — — — 19,662 — 19,662
Issuance of common stock, net of issuance costs of $— 147,285 — — — — — — —
Forfeiture of common stock related to employee awards (1,206) — — — — — — —
Common shares acquired related to employee awards (6,348) — (493) — — — — (493)
Issuance of restricted stock 41,255 — — — — — — —
Stock-based compensation — — 2,829 — — — — 2,829
Common stock dividends ($0.34 per share) — — — — — (25,680) — (25,680)
Deposits to deferred compensation plan (147,285) — 11,535 147,285 (11,535) — — —
Balance as of March 31, 2022 75,102,276 $ 752 $ 2,083,475 423,012 $ (26,732) $ (3,214) $ — $ 2,054,281
Net income — — — — — 97,033 — 97,033
Issuance of common stock, net of issuance costs of $112 37,833 — 1,947 — — — — 1,947
Forfeiture of common stock related to employee awards (28,185) — — — — — — —
Stock-based compensation — — 2,010 — — — — 2,010
Common stock dividends ($0.34 per share) — — — — — (25,686) — (25,686)
Deposits to deferred compensation plan (3,582) — 250 3,582 (250) — — —
Balance as of June 30, 2022 75,120,374 $ 752 $ 2,087,682 426,594 $ (26,982) $ 68,133 $ — $ 2,129,585


	Common Stock			Additional Paid- in Capital		Common Shares Held in Deferred Compensation Plan	Deferred Compensation Plan		Retained (Deficit) Earnings
	Number of Shares	Amount									Total
Balance as of December 31, 2022	76,463,482	$	765	$	2,167,276	417,665	$	(26,462)	$	88,272		$	2,229,851
Net income	—	—		—		—	—		23,331			23,331
Issuance of common stock, net of issuance costs of $943	6,197,825	62		377,426		—	—		—			377,488
Forfeiture of common stock related to employee awards	(6,434)	—		—		—	—		—			—
Common shares acquired related to employee awards	(9,745)	—		(627)		—	—		—			(627)

Issuance of restricted stock	59,504	—		—		—	—		—			—
Stock-based compensation	—	—		3,038		—	—		—			3,038
Common stock dividends ($0.40 per share)	—	—		—		—	—		(33,209)			(33,209)
Deposits to deferred compensation plan	(94,794)	—		5,547		94,794	(5,547)		—			—

Balance as of March 31, 2023	82,609,838	827		2,552,660		512,459	(32,009)		78,394			2,599,872
Net income	—	—		—		—	—		40,254			40,254
Issuance of common stock, net of issuance costs of $822	629,586	6		37,897		—	—		—			37,903

Common shares acquired related to employee awards	(1,167)	—		(105)		—	—		—			(105)


Stock-based compensation	—	—		3,805		—	—		—			3,805
Common stock dividends ($0.40 per share)	—	—		—		—	—		(33,465)			(33,465)
Deposits to deferred compensation plan	(2,080)	—		125		2,080	(125)		—			—

Balance as of June 30, 2023	83,236,177	$	833	$	2,594,382	514,539	$	(32,134)	$	85,183		$	2,648,264

Six months ended June 30, ~~2021:~~2022:

Common Stock Additional
Paid-
in Capital Common Shares Held in Deferred Compensation Plan Deferred Compensation Plan Retained (Deficit)
Earnings Accumulated
Other Comprehensive
Loss
Number of
Shares Amount Total
Balance as of December 31, 2020 68,376,364 $ 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 $731 837,846 7 47,866 — — — — 47,873
Common shares acquired related to employee awards (6,534) — (582) — — — — (582)
Issuance of restricted stock 25,654 — — — — — — —
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) — — —
Other comprehensive income — — — — — — 106 106
Balance as of March 31, 2021 69,102,008 $ 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 $1,228 1,094,656 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) — — —
Other comprehensive income — — — — — — 77 77
Balance as of June 30, 2021 70,191,398 $ 704 $ 1,717,265 275,727 $ (15,197) $ (958) $ — $ 1,701,814


	Common Stock			Additional Paid- in Capital		Common Shares Held in Deferred Compensation Plan	Deferred Compensation Plan		Retained (Deficit) Earnings
	Number of Shares	Amount									Total
Balance as of December 31, 2021	75,068,575	$	752	$	2,069,604	275,727	$	(15,197)	$	2,804		$	2,057,963
Net income	—	—		—		—	—		19,662			19,662
Issuance of common stock, net of issuance costs of $—	147,285	—		—		—	—		—			—
Forfeiture of common stock related to employee awards	(1,206)	—		—		—	—		—			—
Common shares acquired related to employee awards	(6,348)	—		(493)		—	—		—			(493)

Issuance of restricted stock	41,255	—		—		—	—		—			—
Stock-based compensation	—	—		2,829		—	—		—			2,829
Common stock dividends ($0.34 per share)	—	—		—		—	—		(25,680)			(25,680)
Deposits to deferred compensation plan	(147,285)	—		11,535		147,285	(11,535)		—			—

Balance as of March 31, 2022	75,102,276	752		2,083,475		423,012	(26,732)		(3,214)			2,054,281
Net income	—	—		—		—	—		97,033			97,033
Issuance of common stock, net of issuance costs of $112	37,833	—		1,947		—	—		—			1,947
Forfeiture of common stock related to employee awards	(28,185)	—		—		—	—		—			—


Issuance of restricted stock	12,032	—		—		—	—		—			—
Stock-based compensation	—	—		2,010		—	—		—			2,010
Common stock dividends ($0.34 per share)	—	—		—		—	—		(25,686)			(25,686)
Deposits to deferred compensation plan	(3,582)	—		250		3,582	(250)		—			—
Other comprehensive income	—	—		—		—	—		—			—
Balance as of June 30, 2022	75,120,374	$	752	$	2,087,682	426,594	$	(26,982)	$	68,133		$	2,129,585

The accompanying condensed notes are an integral part of these consolidated financial statements.

Table of Contents

Terreno Realty Corporation

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


		For the Six Months Ended June 30,				For the Six Months Ended June 30,
		2022		2021				2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES						CASH FLOWS FROM OPERATING ACTIVITIES
Net income	Net income	$	116,695	$	33,635		Net income	$	63,585	$	116,695
Adjustments to reconcile net income to net cash provided by operating activities	Adjustments to reconcile net income to net cash provided by operating activities						Adjustments to reconcile net income to net cash provided by operating activities
Straight-line rents	Straight-line rents	(4,437)		(3,591)			Straight-line rents	(4,215)		(4,437)
Amortization of lease intangibles	Amortization of lease intangibles	(6,609)		(3,071)			Amortization of lease intangibles	(7,186)		(6,609)
Depreciation and amortization	Depreciation and amortization	30,270		23,344			Depreciation and amortization	36,391		30,270

Gain on sales of real estate investments	Gain on sales of real estate investments	(76,048)		—			Gain on sales of real estate investments	(12,257)		(76,048)
Deferred financing cost amortization	Deferred financing cost amortization	611		747			Deferred financing cost amortization	770		611

Stock-based compensation	Stock-based compensation	4,839		4,647			Stock-based compensation	6,843		4,839
Changes in assets and liabilities	Changes in assets and liabilities						Changes in assets and liabilities
Other assets	Other assets	(2,658)		(4,811)			Other assets	(6,038)		(2,658)
Accounts payable and other liabilities	Accounts payable and other liabilities	564		8,324			Accounts payable and other liabilities	9,470		564
Net cash provided by operating activities	Net cash provided by operating activities	63,227		59,224			Net cash provided by operating activities	87,363		63,227
CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES						CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for property acquisitions	Cash paid for property acquisitions	(276,975)		(160,031)			Cash paid for property acquisitions	(378,093)		(276,975)
Proceeds from sales of real estate investments, net	Proceeds from sales of real estate investments, net	106,835		—			Proceeds from sales of real estate investments, net	24,585		106,835
Additions to construction in progress	Additions to construction in progress	(18,571)		(3,021)			Additions to construction in progress	(26,093)		(18,571)
Additions to buildings, improvements and leasing costs	Additions to buildings, improvements and leasing costs	(30,346)		(20,362)			Additions to buildings, improvements and leasing costs	(26,890)		(30,346)

Net cash used in investing activities	Net cash used in investing activities	(219,057)		(183,414)			Net cash used in investing activities	(406,491)		(219,057)
CASH FLOWS FROM FINANCING ACTIVITIES	CASH FLOWS FROM FINANCING ACTIVITIES						CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock	Issuance of common stock	2,059		112,613			Issuance of common stock	417,156		2,059
Issuance costs on issuance of common stock	Issuance costs on issuance of common stock	(49)		(1,606)			Issuance costs on issuance of common stock	(1,352)		(49)
Repurchase of common stock related to employee awards	Repurchase of common stock related to employee awards	(493)		(582)			Repurchase of common stock related to employee awards	(732)		(493)

Borrowings on credit facility	Borrowings on credit facility	12,000		25,000			Borrowings on credit facility	49,000		12,000
Payments on credit facility	Payments on credit facility	—		(25,000)			Payments on credit facility	(49,000)		—

Payments on mortgage loan payable		—		(11,271)

Payment of deferred financing costs	Payment of deferred financing costs	(857)		(131)			Payment of deferred financing costs	(80)		(857)
Dividends paid to common stockholders	Dividends paid to common stockholders	(51,298)		(39,961)			Dividends paid to common stockholders	(63,926)		(51,298)

Net cash (used in) provided by financing activities		(38,638)		59,062
Net decrease in cash and cash equivalents and restricted cash		(194,468)		(65,128)
Net cash provided by (used in) financing activities							Net cash provided by (used in) financing activities	351,066		(38,638)
Net increase (decrease) in cash and cash equivalents and restricted cash							Net increase (decrease) in cash and cash equivalents and restricted cash	31,938		(194,468)
Cash and cash equivalents and restricted cash at beginning of period	Cash and cash equivalents and restricted cash at beginning of period	204,801		107,836			Cash and cash equivalents and restricted cash at beginning of period	28,083		204,801
Cash and cash equivalents and restricted cash at end of period	Cash and cash equivalents and restricted cash at end of period	$	10,333	$	42,708		Cash and cash equivalents and restricted cash at end of period	$	60,021	$	10,333
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION						SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest, net of capitalized interest	Cash paid for interest, net of capitalized interest	$	10,520	$	7,612		Cash paid for interest, net of capitalized interest	$	15,488	$	10,520
Supplemental disclosures of non-cash transactions	Supplemental disclosures of non-cash transactions						Supplemental disclosures of non-cash transactions
Accounts payable related to capital improvements	Accounts payable related to capital improvements	29,039		16,131			Accounts payable related to capital improvements	25,078		29,039
Non-cash issuance of common stock to the deferred compensation plan	Non-cash issuance of common stock to the deferred compensation plan	(11,785)		(7,651)			Non-cash issuance of common stock to the deferred compensation plan	(5,672)		(11,785)

Lease liability arising from recognition of right-of-use asset		—		424

Reconciliation of cash paid for property acquisitions							Reconciliation of cash paid for property acquisitions
Acquisition of properties	Acquisition of properties	$	291,873	$	167,660		Acquisition of properties	$	420,493	$	291,873
Assumption of other assets and liabilities	Assumption of other assets and liabilities	(14,898)		(7,629)			Assumption of other assets and liabilities	(42,400)		(14,898)
Net cash paid for property acquisitions	Net cash paid for property acquisitions	$	276,975	$	160,031		Net cash paid for property acquisitions	$	378,093	$	276,975

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 6six 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 June 30, ~~2022,~~2023, the Company owned ~~249~~257 buildings aggregating approximately ~~15.1~~15.8 million square feet, 4246 improved land parcels consisting of approximately ~~147.7~~165.8 acres, ~~and 4~~seven properties under development or redevelopment ~~that, upon completion, will consist~~and approximately 62.7 acres of ~~2 properties aggregating approximately 0.3 million square feet and 2 improved~~ land ~~parcels aggregating approximately 12.1 acres.~~entitled for future development.

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, ~~2021~~2022 and the notes thereto, which was filed with the Securities and Exchange Commission on February ~~9, 2022.~~8, 2023.

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

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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 no impairment charges recorded to the carrying values of the Company’s properties during the three or six months ended June 30, ~~2022~~2023 or ~~2021.~~2022.

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 ~~$3.5~~$3.6 million and ~~$1.6~~$3.5 million for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and approximately ~~$6.6~~$7.2 million and ~~$3.1~~$6.6 million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The origination value of in-place leases is based on costs to execute similar leases, including commissions and other related costs. The origination value of in-place leases also includes real estate taxes, insurance and an estimate of lost rental revenue at market rates during the estimated time required to lease up the property from vacant to the occupancy level at the date of acquisition. The remaining weighted average lease term related to these intangible assets and liabilities as of June 30, ~~2022~~2023 was ~~6.5~~6.9 years. As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company’s intangible assets and liabilities, including properties held for sale (if any), consisted of the following (dollars in thousands):


		June 30, 2022						December 31, 2021							June 30, 2023						December 31, 2022
		Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net			Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
In-place leases	In-place leases	$	118,352	$	(77,524)	$	40,828	$	110,351	$	(72,266)	$	38,085	In-place leases	$	137,213	$	(89,466)	$	47,747	$	119,959	$	(83,222)	$	36,737
Above-market leases	Above-market leases	3,594		(3,555)		39		3,775		(3,706)		69		Above-market leases	3,586		(3,565)		21		3,586		(3,558)		28
Below-market leases	Below-market leases	(90,123)		33,536		(56,587)		(78,753)		27,728		(51,025)		Below-market leases	(135,632)		46,594		(89,038)		(95,638)		39,765		(55,873)
Total	Total	$	31,823	$	(47,543)	$	(15,720)	$	35,373	$	(48,244)	$	(12,871)	Total	$	5,167	$	(46,437)	$	(41,270)	$	27,907	$	(47,015)	$	(19,108)

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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

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depreciable lives typically used to compute depreciation and amortization. However, such depreciable lives may be different based on the estimated useful life of such assets or liabilities.


Description						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):


		For the Six Months Ended June 30,				For the Six Months Ended June 30,
		2022		2021				2023		2022
Beginning	Beginning						Beginning
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	$	204,404	$	107,180		Cash and cash equivalents at beginning of period	$	26,393	$	204,404
Restricted cash	Restricted cash	397		656			Restricted cash	1,690		397
Cash and cash equivalents and restricted cash	Cash and cash equivalents and restricted cash	204,801		107,836			Cash and cash equivalents and restricted cash	28,083		204,801
Ending	Ending						Ending
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	7,237		39,955			Cash and cash equivalents at end of period	58,920		7,237
Restricted cash	Restricted cash	3,096		2,753			Restricted cash	1,101		3,096
Cash and cash equivalents and restricted cash	Cash and cash equivalents and restricted cash	10,333		42,708			Cash and cash equivalents and restricted cash	60,021		10,333
Net decrease in cash and cash equivalents and restricted cash		$	(194,468)	$	(65,128)
Net increase (decrease) in cash and cash equivalents and restricted cash							Net increase (decrease) in cash and cash equivalents and restricted cash	$	31,938	$	(194,468)

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.

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As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, approximately ~~$42.7~~$50.9 million and ~~$39.7~~$48.0 million, respectively, of straight-line rent and accounts receivable, net of allowances of approximately ~~$0.7~~$0.2 million and ~~$0.5~~$0.6 million as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, were included as a component of other assets in the accompanying consolidated balance sheets.

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 carried at cost, net of accumulated amortization in the aggregate of approximately ~~$11.2~~$12.7 million and ~~$10.6~~$11.9 million as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, 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 June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, 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, which as of June 30, ~~2022,~~2023, include years ~~2018~~2019 to ~~2021~~2022 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 pre-established performance measurement period, which is generally three years. The amount that may be earned is variable depending on the relative total shareholder return of the Company’s common stock as compared to the total shareholder return of the MSCI U.S. REIT Index (RMS) and the FTSE Nareit Equity Industrial Index over the pre-established performance measurement period. Under the Amended LTIP, each participant’s Performance Share award granted will be expressed as a number of shares of common stock and settled in shares of common stock. The grant date fair value of the Performance Share awards will be determined using a Monte Carlo simulation model on the date of grant and recognized on a straight-line basis over the performance period.

~~Use of Derivative Financial 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.

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Fair Value of Financial Instruments. ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) (See “Note 98 - 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 1one 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 1one 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 June 30, ~~2022,~~2023, the Company owned 4443 buildings aggregating approximately ~~2.9~~2.6 million square feet and 13 improved land parcels consisting of approximately 68.0 acres located in Northern New Jersey/New York City, which accounted for a combined percentage of approximately ~~24.9%~~23.9% of its annualized base rent. Such annualized base rent ~~percentages are~~is based on contractual monthly base rent ~~from~~per the leases, ~~in effect as of June 30, 2022,~~for all buildings and improved land parcels, excluding any partial or full rent ~~abatements.~~abatements as of June 30, 2023, multiplied by 12.

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 June 30, ~~2022.~~2023.

Note 4. Investments in Real Estate

During the three months ended June 30, 2023, the Company acquired one industrial property with a total initial investment, including acquisition costs, of approximately $13.8 million, of which $7.8 million was recorded to land, $4.9 million to buildings and improvements, and $1.1 million to intangible assets. Additionally, the Company assumed $0.3 million in liabilities.

During the six months ended June 30, 2023, the Company acquired four industrial properties with a total initial investment, including acquisition costs, of approximately $420.5 million, of which $253.7 million was recorded to land, $147.9 million to buildings and improvements, and $18.9 million to intangible assets. Additionally, the Company assumed $43.0 million in liabilities.

The Company recorded revenues and net income for the three months ended June 30, 2023 of approximately $3.9 million and $1.4 million, respectively, and recorded revenues and net income for the six months ended June 30, 2023 of approximately $4.2 million and $1.2 million, respectively, related to the 2023 acquisitions.

During the three months ended June 30, 2022, the Company acquired 10ten industrial properties with a total initial investment, including acquisition costs, of approximately $221.6 million, of which $169.5 million was recorded to land, $43.7 million to buildings and improvements, and $8.4 million to intangible assets. Additionally, the Company assumed $12.8 million in liabilities.

During the six months ended June 30, 2022, the Company acquired 12 industrial properties with a total initial investment, including acquisition costs, of approximately $291.9 million, of which $199.5 million was recorded to land, $82.8 million to buildings and improvements, and $9.6 million to intangible assets. Additionally, the Company assumed $15.0 million in liabilities.

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The Company recorded revenues and net income for the three months ended June 30, 2022 of approximately $1.7 million and $0.7 million, respectively,and recorded revenues and net income for the six months ended June 30, 2022 of approximately $1.7 million and $0.7 million, respectively, related to the 2022 acquisitions.

During the three months ended June 30, 2021, the Company acquired 6 industrial properties with a total initial investment, including acquisition costs, of approximately $57.8 million, of which $44.0 million was recorded to land, $9.8 million to buildings and improvements, and $4.0 million to intangible assets. Additionally, the Company assumed $2.2 million in liabilities.

During the six months ended June 30, 2021, the Company acquired 10 industrial properties with a total initial investment, including acquisition costs, of approximately $167.7 million, of which $107.7 million was recorded to land, $51.6 million to buildings and improvements, and $8.4 million to intangible assets. Additionally, the Company assumed $7.8 million in liabilities.

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The Company recorded revenues and net income for the three months ended June 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.

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 June 30, ~~2022,~~2023, the Company had 4seven properties under development or redevelopment that, upon completion, will consist of ~~2 properties~~six buildings aggregating approximately ~~0.3~~1.1 million square feet and 2one approximately 2.8 acre improved land ~~parcels~~parcel. Additionally, the Company owned approximately 62.7 acres of land entitled for future development that, upon completion, will consist of six buildings aggregating approximately ~~12.1 acres~~1.1 million square feet. The following table summarizes certain information with ~~a total~~respect to the properties under development or redevelopment and the land entitled for future development as of June 30, 2023:


Property Name	Location	Total Expected Investment (in thousands) 1		Estimated Post-Development Square Feet	Estimated Post-Development Acreage


Properties under development or redevelopment:
Countyline Phase IV
Countyline Building 38 2	Hialeah, FL	$	88,800	506,215	—
Countyline Building 39 2	Hialeah, FL	42,632		178,201	—
Countyline Building 40 2	Hialeah, FL	41,968		186,107	—
Countyline Building 41 2	Hialeah, FL	41,400		190,907	—
147th Street	Hawthorne, CA	18,060		34,045	—
Maple III	Rancho Dominguez, CA	26,980		—	2.8
Paterson Plank III	Carlstadt, NJ	35,583		47,316	—
Total		$	295,423	1,142,791	2.8

Land entitled for future development:
Countyline Phase IV
Countyline Phase IV Land 2	Hialeah, FL	277,900		1,135,036	—
Total		$	277,900	1,135,036	—

1Excludes below-market lease adjustments recorded at acquisition. Total expected investment ~~of approximately $108.3 million, including~~for the properties includes the initial purchase price, buyer’s due diligence and closing costs, estimated near-term redevelopment ~~costs,~~expenditures, capitalized interest and ~~other costs.~~ leasing costs necessary to achieve stabilization.

2Collectively, “Countyline Phase IV”, a 121-acre project entitled for 2.2 million square feet of industrial distribution buildings located in Miami’s Countyline Corporate Park (“Countyline”), immediately adjacent to the Company’s seven buildings within Countyline. Countyline Phase IV, a landfill redevelopment adjacent to Florida’s Turnpike and the southern terminus of I-75, is expected to contain ten LEED-certified industrial distribution buildings at completion.

During the ~~second quarter of 2022,~~six months ended June 30, 2023, the Company completed redevelopment of ~~its Countyline 29 property in Hialeah, FL~~one improved land parcel consisting of approximately ~~0.2 million square feet.~~6.3 acres. The ~~total~~following table summarizes certain information with respect to the completed redevelopment property as of June 30, 2023:

Property Name

Location

Total

Investment (in

thousands) 1

Post-Development Square Feet

Post-Development Acreage

Completion Quarter

Berryessa

San Jose, CA

26,296

—

6.3

Q2 2023

1Total investment ~~was approximately $37.7 million.~~ for the property includes the initial purchase price, buyer’s due diligence and closing costs, redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization.

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The Company capitalized interest associated with development, redevelopment, ~~and~~renovation or expansion activities of approximately ~~$1.6~~$2.3 million and ~~$0.1~~$0.9 million during the three months ended June 30, 2023 and 2022, respectively, and approximately $2.9 million and $1.6 million during the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

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 June 30, ~~2022,~~2023, the Company did not have any properties held for sale.

During the six months ended June 30, 2023, the Company sold one property located in the Northern New Jersey/New York City market for a sales price of approximately $25.5 million, resulting in a gain of approximately $12.3 million.

During the six months ended June 30, 2022, the Company sold 1one property (consisting of 18 buildings) located in the Northern New Jersey/New York City market for a sales price of approximately $110.4 million, resulting in a gain of approximately $76.0 million.

Note 6. Debt

As of both June 30, 2023 and December 31, 2022, the Company had $775.0 million of unsecured debt and no secured debt. The following table summarizes the components of the Company’s indebtedness as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 (dollars in thousands)~~. The Company has no secured debt:~~:

June 30, 2022 December 31, 2021 Margin Above SOFR
Interest Rate 1
Contractual Maturity Date
Unsecured Debt:
Unsecured Debt:
Credit Facility $ 12,000 $ —
1.1% 2
2.3 % 8/20/2025
5-Year Term Loan 100,000 100,000
1.3% 2
2.8 % 1/1/2027
$50M 7-Year Unsecured 3
50,000
50,000 4
n/a 4.2 % 9/1/2022
$100M 7-Year Unsecured 3
100,000 100,000 n/a 3.8 % 7/14/2024
$50M 10-Year Unsecured 3
50,000 50,000 n/a 4.0 % 7/7/2026
$50M 12-Year Unsecured 3
50,000 50,000 n/a 4.7 % 10/31/2027
$100M 7-Year Unsecured 3
100,000 100,000 n/a 2.4 % 7/15/2028
$100M 10-Year Unsecured 3
100,000 100,000 n/a 3.1 % 12/3/2029
$125M 9-Year Unsecured 3
125,000 125,000 n/a 2.4 % 8/17/2030
$50M 10-Year Unsecured 3
50,000 50,000 n/a 2.8 % 7/15/2031
Total Unsecured Debt 737,000 725,000
Total Unsecured Debt 737,000 725,000
Less: Unamortized premium/discount and debt issuance costs (3,941) (4,330)
Total $ 733,059 $ 720,670

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	June 30, 2023		December 31, 2022		Margin Above SOFR	Interest Rate 1		Contractual Maturity Date

Unsecured Debt:

Credit Facility	$	—	$	—	1.1% 2	n/a		8/20/2025
5-Year Term Loan	100,000		100,000		1.3% 2	6.3	%	1/15/2027
5-Year Term Loan	100,000		100,000		1.3% 2	6.4	%	1/15/2028

$100M 7-Year Unsecured 3	100,000		100,000		n/a	3.8	%	7/14/2024
$50M 10-Year Unsecured 3	50,000		50,000		n/a	4.0	%	7/7/2026
$50M 12-Year Unsecured 3	50,000		50,000		n/a	4.7	%	10/31/2027
$100M 7-Year Unsecured 3	100,000		100,000		n/a	2.4	%	7/15/2028
$100M 10-Year Unsecured 3	100,000		100,000		n/a	3.1	%	12/3/2029
$125M 9-Year Unsecured 3	125,000		125,000		n/a	2.4	%	8/17/2030
$50M 10-Year Unsecured 3	50,000		50,000		n/a	2.8	%	7/15/2031





Total Unsecured Debt	775,000		775,000
Less: Unamortized debt issuance costs	(3,852)		(4,182)
Total	$	771,148	$	770,818

1Reflects the contractual interest rate under the terms of each loan as of June 30, ~~2022.~~2023. Excludes the effects of unamortized debt issuance ~~costs and unamortized fair market value premiums, if any.~~costs.

2The interest rates on these loans are comprised of the Secured Overnight Financing Rate (“SOFR”) plus a SOFR margin. The SOFR margins will range from 1.10% to 1.55% (1.10% as of June 30, ~~2022)~~2023) for the revolving credit facility and 1.25% to 1.75% (1.25% as of June 30, ~~2022)~~2023) for the ~~$100.0 million~~ term ~~loan,~~loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value and includes a 10 basis points SOFR credit adjustment.

3Collectively, the “Senior Unsecured Notes”.

4On August 1, 2022, the Company prepaid a $50.0 million tranche of the Senior Unsecured Notes using borrowings from the Company’s revolving credit facility. The notes bore interest at 4.23% and had an original maturity date of September 1, 2022.

~~On June 29, 2022, the Company entered into the First Amendment to the~~The Company’s Sixth Amended and Restated Senior Credit Agreement (as amended, the “Amended Facility”) which (i) increased the borrowing capacity of the revolving credit facility by $150.0 million to $400.0 million, (ii) decreased the accordion feature by $150.0 million to $500.0 million, and (iii) provided for the calculation of interest, pricing and fees based on SOFR instead of LIBOR. The Amended Facility consists of a $400.0 million revolving credit facility that matures in August 2025, a $100.0 million term loan that matures in January 2027 and a $100.0 million term loan that matures in January ~~2027.~~2028. As of both June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, there were ~~$12.0 million and $0, respectively, of~~no borrowings outstanding on the revolving credit facility and ~~$100.0~~$200.0 million of borrowings outstanding on the term ~~loan.~~loans.

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The aggregate amount of the Amended Facility may be increased by up to an additional $500.0 million to a maximum amount not to exceed $1.1 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts. Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the ~~$100.0 million term loan and the~~ $400.0 million revolving credit facility, the $100.0 million term loan maturing in January 2027 and the $100.0 million term loan maturing in January 2028, or (ii) 60.0% of the value of the unencumbered properties. Interest on the Amended Facility, including the term ~~loan,~~loans, is generally to be paid based upon, at the Company’s option, either (i) SOFR plus the applicable SOFR 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 SOFR plus the applicable SOFR margin for SOFR rate loans under the Amended Facility plus 1.25%., or 1.25% per annum. The applicable SOFR margin will range from 1.10% to 1.55% (1.10% as of June 30, ~~2022)~~2023) for the revolving credit facility and 1.25% to 1.75% (1.25% as of June 30, ~~2022)~~2023) for the ~~$100.0 million~~ term ~~loan,~~loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value and includes a 10 basis points SOFR credit adjustment. The Amended 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 Amended 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 Amended Facility and the Senior Unsecured Notes are not secured by the Company’s properties or by interests in the subsidiaries that hold such properties. The Amended 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 Amended Facility and the Senior Unsecured Notes as of June 30, ~~2022~~2023 and December 31, ~~2021.~~

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2022.

The scheduled principal payments of the Company’s debt as of June 30, ~~2022~~2023 were as follows (dollars in thousands):
Credit
Facility Term Loan Senior
Unsecured
Notes Total Debt
2022 (6 months) $ — $ — $ 50,000 1 $ 50,000
2023 — — — —
2024 — — 100,000 100,000
2025 12,000 — — 12,000
2026 — — 50,000 50,000
Thereafter — 100,000 425,000 525,000
Total debt 12,000 100,000 625,000 737,000
Deferred financing costs, net — (455) (3,486) (3,941)
Total debt, net $ 12,000 $ 99,545 $ 621,514 $ 733,059
Weighted average interest rate 2.3 % 2.8 % 3.2 % 3.1 %

1On August 1, 2022, the Company prepaid a $50.0 million tranche of the Senior Unsecured Notes using borrowings from the Company’s revolving credit facility. The notes bore interest at 4.23% and had an original maturity date of September 1, 2022.


	Credit Facility		Term Loan			Senior Unsecured Notes			Total Debt
2023 (6 months)	$	—	$	—		$	—		$	—
2024	—		—			100,000			100,000
2025	—		—			—			—
2026	—		—			50,000			50,000
2027	—		100,000			50,000			150,000
Thereafter	—		100,000			375,000			475,000
Total debt	—		200,000			575,000			775,000
Deferred financing costs, net	—		(973)			(2,879)			(3,852)
Total debt, net	$	—	$	199,027		$	572,121		$	771,148
Weighted average interest rate	n/a		6.4		%	3.1		%	4.0		%

Note 7. Leasing

The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of June 30, ~~2022.~~2023. The schedule does not reflect future rental revenues from the renewal or replacement of existing leases and excludes property operating expense reimbursements (dollars in thousands):
2022 (6 months) $ 197,769
2023 192,204
2024 172,502
2025 145,417
2026 116,084
Thereafter 240,375
Total $ 1,064,351

~~Note 8. Derivative Financial Instruments~~

The Company had no interest rate caps as of June 30, 2022. The Company had 1 interest rate cap to hedge the variable cash flows associated with $50.0 million of its existing $100.0 million variable-rate term loan, that expired on May 4, 2021. The cap had a notional value of $50.0 million and effectively capped 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 following table presents the effect of the Company’s derivative financial instruments on its accompanying consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 (dollars in thousands):
For the Three Months Ended June 30, For the Six Months Ended June 30,
2022 2021 2022 2021
Interest rate caps in cash flow hedging relationships:
Amount of gain recognized in accumulated other comprehensive income (loss) (“AOCI”) on derivatives (effective portion) $ — $ — $ — $ —
Amount of gain reclassified from AOCI into interest expense (effective portion) $ — $ 77 $ — $ 183


2023 (6 months)	$	118,856
2024	235,116
2025	214,733
2026	181,067
2027	135,691
Thereafter	305,752
Total	$	1,191,215

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Note 9.8. 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).

Financial Instruments Disclosed at Fair Value

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, 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 ~~mortgage loan 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 Amended Facility approximated its carrying value because the variable interest rates approximate market borrowing rates available to the Company, which are Level 2 inputs.

The following table sets forth the carrying value and the estimated fair value of the Company’s debt as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 (dollars in thousands):


		Fair Value Measurement Using											Fair Value Measurement Using
		Total Fair Value		Quoted Price in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Carrying Value			Total Fair Value		Quoted 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	Liabilities											Liabilities
Debt at:	Debt at:											Debt at:
June 30, 2022		$	687,014	$	—	$	687,014	$	—	$	733,059
December 31, 2021		$	743,592	$	—	$	743,592	$	—	$	720,670
June 30, 2023												June 30, 2023	$	703,855	$	—	$	703,855	$	—	$	771,148
December 31, 2022												December 31, 2022	$	700,926	$	—	$	700,926	$	—	$	770,818

Note ~~10.~~9. 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 $300.0 million ($~~219.4~~81.7 million remaining as of June 30, ~~2022)~~2023) in amounts and at times to be determined by the Company from time to time. Prior to the implementation of the $300 Million ATM Program, the Company had a previous at-the-market equity offering program (the “Previous $300 Million ATM Program”), which was substantially utilized as of June 10, 2021 and is no longer active. Actual sales under the $300 Million ATM Program, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Company’s common stock, determinations by the Company of the appropriate sources of funding for the Company and potential uses of funding available to the Company. During the three and six months ended June 30, 2023, the Company issued an aggregate of 617,106 and 967,106 shares, respectively, of common stock at a weighted average offering price of $62.75 and $62.95 per share, respectively, under the $300 Million ATM Program, resulting in net proceeds of approximately $38.2 million and $60.0 million, respectively, and paying total compensation to the applicable sales agents of approximately $0.6 million and $0.9 million, respectively. During both the three and six months ended June 30, 2022, the Company issued an aggregate of 27,087 shares of common stock at a weighted average offering price of $76.03 per share under the $300 Million ATM Program, resulting in net proceeds of approximately $2.0 million and paying total compensation to the applicable sales agents of approximately $29,000. ~~During the three and six months ended June 30, 2021,~~

On February 13, 2023, the Company ~~issued an aggregate~~completed a public offering of ~~1,084,294 and 1,790,818~~5,750,000 shares ~~respectively,~~ of common stock at a ~~weighted average offering~~ price ~~of $64.21 and $61.84~~ per share ~~respectively, under~~of $62.50, which included the ~~Previous $300 Million ATM Program and the $300 Million ATM Program, resulting in~~underwriters’ full exercise of their option to purchase an additional 750,000 shares. The net proceeds of the offering were approximately ~~$68.6~~$355.9 million after deducting the underwriting discount and ~~$109.1 million, respectively, and paying total compensation to the applicable sales agents~~offering costs of approximately ~~$1.0 million and $1.6 million, respectively.~~$3.5 million. The Company used the net proceeds for acquisitions.

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.~~2024. 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

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or discontinued at any time. As of June 30, ~~2022,~~2023, the Company had not repurchased any shares of common stock pursuant to its share repurchase program.

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In connection with the Annual Meeting of Stockholders on May ~~3, 2022,~~2, 2023, the Company granted a total of ~~10,362~~12,480 unrestricted shares of the Company's common stock to its independent directors under the 2019 Plan with a grant date fair value per share of ~~$63.70.~~$60.10. The grant date fair value of the common stock was determined using the closing price of the Company’s common stock on the date of the grant. The Company recognized approximately $0.8 million in compensation costs for both the three and six months ended June 30, ~~2022~~2023 related to this issuance.

The Company has a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) maintained for the benefit of select employees and members of the Company’s Board of Directors, in which certain of their cash and equity-based compensation may be deposited. Deferred Compensation Plan assets are held in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of bankruptcy or insolvency. The shares held in the Deferred Compensation Plan are classified within stockholders’ equity in a manner similar to the manner in which treasury stock is classified. Subsequent changes in the fair value of the shares are not recognized. During the three ~~months ended June 30, 2022~~ and ~~2021,~~ ~~3,582 and 5,181 shares of common stock, respectively, and during the~~ six months ended June 30, ~~2022~~ ~~and 2021,~~2023, ~~150,867~~2,080 and ~~136,503~~96,874 shares of common stock, respectively, were deposited into the Deferred Compensation Plan, and no shares of common stock were withdrawn from the Deferred Compensation Plan. During the three and six months ended June 30, 2022, 3,582 and 150,867 shares of common stock, respectively, were deposited into the Deferred Compensation Plan and no shares of common stock were withdrawn from the Deferred Compensation Plan.

As of June 30, ~~2022,~~2023, 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 ~~819,008~~573,005 were remaining and available for issuance. The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to June 30, ~~2022~~2023 ranged from $14.20 to $78.33. The fair value of the restricted stock that was granted during the six months ended June 30, ~~2022~~2023 was approximately $3.9 million and the vesting period for the restricted stock is typically between one and five years. As of June 30, ~~2022,~~2023, the Company had approximately ~~$10.7~~$13.7 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 2.8 years. The Company recognized compensation costs of approximately ~~$0.8~~$1.5 million and ~~$0.7~~$2.9 million for the three ~~months ended June 30, 2022~~ and ~~2021, respectively, and approximately $2.2 million and $1.3 million for the~~ six months ended June 30, ~~2022~~2023, respectively, and ~~2021,~~approximately $0.8 million and $2.2 million for the three and six months ended June 30, 2022, respectively, related to the restricted stock issuances.

The following is a summary of the total restricted shares granted to the Company’s executive officers and employees with the related weighted average grant date fair value share prices for the six months ended June 30, ~~2022:~~2023:

Restricted Stock Activity:


		Shares	Weighted Average Grant Date Fair Value			Shares	Weighted Average Grant Date Fair Value

Non-vested shares outstanding as of December 31, 2021		289,186	$	55.90

Non-vested shares outstanding as of December 31, 2022					Non-vested shares outstanding as of December 31, 2022	356,632	$	59.58
Granted	Granted	53,287	72.69		Granted	59,504	64.94
Forfeited	Forfeited	(29,391)	59.41		Forfeited	(6,434)	67.10
Vested	Vested	(20,558)	50.64		Vested	(35,805)	62.43
Non-vested shares outstanding as of June 30, 2022		292,524	$	58.98
Non-vested shares outstanding as of June 30, 2023					Non-vested shares outstanding as of June 30, 2023	373,897	$	60.03

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of June 30, ~~2022:~~2023:


Non-vested Shares Vesting Schedule	Non-vested Shares Vesting Schedule	Number of Shares	Non-vested Shares Vesting Schedule	Number of Shares
2022 (6 months)		12,313
2023		53,868
2023 (6 months)			2023 (6 months)	27,360
2024	2024	100,004	2024	116,368
2025	2025	75,017	2025	84,253
2026	2026	51,322	2026	62,300
2027			2027	83,616
Thereafter	Thereafter	—	Thereafter	—
Total Non-vested Shares	Total Non-vested Shares	292,524	Total Non-vested Shares	373,897

Long-Term Incentive Plan:

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As of June 30, ~~2022,~~2023, there ~~are 3~~were three open performance measurement periods for the Performance Share awards: January 1, ~~2020 to December 31, 2022, January 1,~~ 2021 to December 31, 2023, ~~and~~ January 1, 2022 to December 31, ~~2024.~~2024, and January 1, 2023 to December 31, 2025. During the six months ended June 30, 2023, the Company issued 97,825 shares of common stock at a price of $58.56 per share related to the Performance Share awards for the performance period from January 1, 2020 to December 31, 2022.

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The following table summarizes certain information with respect to the Performance Share awards granted on or after January 1, 2019 and includes the forfeiture of certain of the Performance Share awards during ~~the three and six months ended June 30,~~ 2022 (dollars in thousands):


Performance Share Period	Performance Share Period	Fair Value on Date of Grant				Expense for the Three Months Ended June 30,								Expense for the Six Months Ended June 30,						Performance Share Period		Fair Value on Date of Grant 1			Expense for the Three Months Ended June 30,								Expense for the Six Months Ended June 30,
				2022				2021				2022				2021								Fair Value on Date of Grant 1				2023				2022				2023				2022
January 1, 2019 - December 31, 2021				$	4,829			$	—			$	403			$	—			$	805

January 1, 2020 - December 31, 2022	January 1, 2020 - December 31, 2022	4,882				(110)				465				354				929					January 1, 2020 - December 31, 2022			$	4,882			$	—			$	(110)			$	—			$	354
January 1, 2021 - December 31, 2023	January 1, 2021 - December 31, 2023	4,820				133				455				589				911					January 1, 2021 - December 31, 2023		4,820				402				133				804				589
January 1, 2022 - December 31, 2024	January 1, 2022 - December 31, 2024	5,789				421				—				—				—					January 1, 2022 - December 31, 2024		5,789				482				421				964				965
January 1, 2023 - December 31, 2025																							January 1, 2023 - December 31, 2025		9,040				753				—				1,506				—
Total	Total	$	20,320			$	444			$	1,323			$	1,908			$	2,645				Total		$	24,531			$	1,637			$	444			$	3,274			$	1,908

1 Reflects the fair value on date of grant for all performance shares outstanding at June 30, 2023.

Dividends:

The following table sets forth the cash dividends paid or payable per share during the six months ended June 30, ~~2022:~~2023:

For the Three Months Ended

Security

Dividend per
Share

Declaration Date

Record Date

Date Paid

March 31, ~~2022~~2023

Common stock

~~0.34~~0.40

February ~~8, 2022~~7, 2023

March ~~25, 2022~~31, 2023

April ~~8, 2022~~6, 2023

June 30, ~~2022~~2023

Common ~~stock~~Stock

~~0.34~~0.40

May ~~3, 2022~~2, 2023

June 30, ~~2022~~2023

July 14, ~~2022~~2023

Note ~~11.~~10. Net Income (Loss) Per Share

Pursuant to ASC 260-10-45, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, unvested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The two-class method of computing earnings per share allocates earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s non-vested shares of restricted stock are considered participating securities since these share-based awards contain non-forfeitable rights to dividends irrespective of whether the awards ultimately vest or expire. The Company had no antidilutive securities or dilutive restricted stock awards outstanding for the three and six months ended June 30, ~~2022~~2023 and ~~2021.~~2022.

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 ~~295,247~~374,514 and ~~216,025~~295,247 of weighted average unvested restricted shares outstanding for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~299,433~~374,251 and ~~213,897~~299,433 of weighted average unvested restricted shares outstanding for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, 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 0 and 90,217 for the three months ended June 30, 2023 and 2022, respectively, and 246,239 and 85,110 for the ~~three and~~ six months ended June 30, ~~2022, respectively,~~2023 and ~~228,177 and 223,047 for the three and six months ended June 30, 2021,~~2022, respectively.

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Note ~~12.~~11. Commitments and Contingencies

Contractual Commitments. As of August ~~2, 2022,~~1, 2023, the Company had 3three outstanding contracts with third-party sellers to acquire 3three industrial properties for a total purchase price of approximately ~~$51.3~~$67.4 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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As of August ~~2, 2022,~~1, 2023, the Company had 3one non-binding ~~letters~~letter of intent with a third-party ~~sellers~~seller to acquire 3one industrial ~~properties~~property for a total anticipated purchase price of approximately ~~$78.5~~$27.5 million. In the normal course of its business, 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 ~~agreements~~agreement with respect to ~~these properties~~this property or otherwise complete any such prospective purchases on the terms described or at all.

Note ~~13.~~12. Subsequent Events

On July 5, 2022, the Company acquired 1 industrial property in Medley, FL, for a total purchase price of approximately $20.0 million. The property was acquired from an unrelated third party using existing cash on hand and borrowings from the Company’s revolving credit facility.

On August 2, 2022, the Company acquired 1 industrial property in Hawthorne, CA, for a total purchase price of approximately $6.5 million. The property was acquired from an unrelated third party using borrowings from the Company’s revolving credit facility.

On August 1, 2022, the Company prepaid a $50.0 million tranche of the Senior Unsecured Notes using borrowings from the Company’s revolving credit facility. The notes bore interest at 4.23% and had an original maturity date of September 1, 2022.

~~On August 2, 2022,~~2023, the Company’s board of directors declared a cash dividend in the amount of ~~$0.40~~$0.45 per share of its common stock payable on October ~~14, 2022~~13, 2023 to the stockholders of record as of the close of business on September ~~30, 2022.~~29, 2023.

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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”, “potential”, ~~��future”~~“future” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors, that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

•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, ~~2021,~~2022, which was filed with the Securities and Exchange Commission on February ~~9, 2022,~~8, 2023, in our Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2022,~~2023, which was filed with the Securities and Exchange Commission on May ~~4, 2022,~~3, 2023, in this Quarterly Report on Form 10-Q, and in our other public filings;

•our ability to identify and acquire industrial properties on terms favorable to us;

•general volatility of the capital markets and the market price of our common stock;

•adverse economic or real estate conditions or developments in the industrial real estate sector and/or in the markets in which we ~~acquire~~own 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;

•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 (including rising inflation, supply chain disruptions and construction delays);

•the ~~ongoing impact of the novel coronavirus (“COVID-19”), or the~~ impact of any future pandemic, epidemic or outbreak of any ~~other~~ highly infectious disease on the U.S., regional and global economies and on our business, financial condition and results of operations and that of 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;

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•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 ~~77.7%~~76.0% of our total annualized base rent as of June 30, ~~2022)~~2023), flex (including light industrial and research and development, or R&D) (approximately ~~4.5%~~4.0%), transshipment (approximately ~~6.2%~~6.6%) and improved land (approximately ~~11.6%~~13.4%). We target functional properties in infill locations that may be shared by multiple tenants and that cater to customer demand within the various submarkets in which we operate. Infill locations are geographic locations surrounded by high concentrations of already developed land and existing buildings. As of June 30, ~~2022,~~2023, we owned a total of ~~249~~257 buildings aggregating approximately ~~15.1~~15.8 million square feet, 4246 improved land parcels consisting of approximately ~~147.7~~165.8 acres, ~~and four~~seven properties under development or redevelopment ~~that, upon completion, will consist~~and approximately 62.7 acres of ~~two properties aggregating approximately 0.3 million square feet and two improved~~ land ~~parcels aggregating approximately 12.1 acres.~~entitled for future development. As of June 30, ~~2022,~~2023, our buildings and improved land parcels were approximately ~~97.9%~~97.8% and ~~97.0%~~96.3% leased, respectively, to ~~576~~566 customers, the largest of which accounted for approximately ~~4.5%~~3.6% 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, ~~2021~~2022 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.

The following table summarizes by type our investments in real estate as of June 30, ~~2022:~~2023:


Type	Type	Number of Buildings or Improved Land Parcels	Annualized Base Rent (in thousands) 1		% of Total		Type	Number of Buildings or Improved Land Parcels	Annualized Base Rent (in thousands) 1		% of Total
Warehouse/distribution	Warehouse/distribution	218	$	157,589	77.7	%	Warehouse/distribution	226	$	182,688	76.0	%
Flex	Flex	13	9,121		4.5	%	Flex	12	9,611		4.0	%
Transshipment	Transshipment	18	12,525		6.2	%	Transshipment	19	15,914		6.6	%
Improved land	Improved land	42	23,667		11.6	%	Improved land	46	32,209		13.4	%
Total	Total	291	$	202,902	100.0	%	Total	303	$	240,422	100.0	%

1Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of June 30, ~~2022,~~2023, multiplied by 12.

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The following table summarizes by market our investments in real estate as of June 30, ~~2022:~~2023:


		Los Angeles			Northern New Jersey/New York City			San Francisco Bay Area			Seattle			Miami			Washington, D.C.			Total/Weighted Average				Los Angeles			Northern New Jersey/New York City			San Francisco Bay Area			Seattle			Miami			Washington, D.C.			Total/Weighted Average
Investments in Real Estate	Investments in Real Estate																						Investments in Real Estate
Number of Buildings	Number of Buildings	53			44			52			45			33			22			249			Number of Buildings	54			43			56			44			37			23			257
Rentable Square Feet	Rentable Square Feet	2,753,852			2,868,885			2,438,401			2,814,762			2,464,338			1,761,704			15,101,942			Rentable Square Feet	2,779,646			2,625,675			3,040,379			2,782,510			2,814,302			1,795,081			15,837,593
% of Total	% of Total	18.2		%	19.0		%	16.1		%	18.6		%	16.4		%	11.7		%	100.0		%	% of Total	17.6		%	16.6		%	19.2		%	17.6		%	17.8		%	11.2		%	100.0		%
Occupancy % as of June 30, 2022		99.3		%	96.1		%	99.9		%	97.5		%	99.6		%	94.1		%	97.9		%
Occupancy % as of June 30, 2023																							Occupancy % as of June 30, 2023	98.2		%	97.4		%	95.3		%	97.2		%	100.0		%	99.8		%	97.8		%
Annualized Base Rent (in thousands) 1	Annualized Base Rent (in thousands) 1	$	30,158		$	40,670		$	34,506		$	32,199		$	21,920		$	19,783		$	179,236		Annualized Base Rent (in thousands) 1	$	35,518		$	45,843		$	43,724		$	33,357		$	27,193		$	22,578		$	208,213
% of Total	% of Total	16.8		%	22.7		%	19.3		%	18.0		%	12.2		%	11.0		%	100.0		%	% of Total	17.1		%	22.0		%	21.0		%	16.0		%	13.1		%	10.8		%	100.0		%
Annualized Base Rent 1 Per Occupied Square Foot	Annualized Base Rent 1 Per Occupied Square Foot	$	11.03		$	14.74		$	14.16		$	11.74		$	8.93		$	11.94		$	11.79		Annualized Base Rent 1 Per Occupied Square Foot	$	13.02		$	17.92		$	15.09		$	12.34		$	9.66		$	12.60		$	13.44
Weighted Average Remaining Lease Term (Years) 2	Weighted Average Remaining Lease Term (Years) 2	5.9			4.7			3.2			4.2			5.1			3.0			4.4			Weighted Average Remaining Lease Term (Years) 2	5.7			4.5			3.7			3.6			4.8			3.3			4.3

Investments in Improved Land	Investments in Improved Land																						Investments in Improved Land
Number of Land Parcels	Number of Land Parcels	11			13			3			10			2			3			42			Number of Land Parcels	13			13			4			10			3			3			46
Acres	Acres	22.9			68.0			7.1			25.8			3.2			20.7			147.7			Acres	27.0			68.0			14.3			25.9			9.9			20.7			165.8
% of Total	% of Total	15.5		%	46.1		%	4.8		%	17.5		%	2.1		%	14.0		%	100.0		%	% of Total	16.3		%	41.0		%	8.6		%	15.6		%	6.0		%	12.5		%	100.0		%
Occupancy % as of June 30, 2022		90.7		%	100.0		%	100.0		%	91.3		%	100.0		%	100.0		%	97.0		%
Occupancy % as of June 30, 2023																							Occupancy % as of June 30, 2023	96.2		%	92.4		%	100.0		%	100.0		%	100.0		%	100.0		%	96.3		%
Annualized Base Rent (in thousands) 1	Annualized Base Rent (in thousands) 1	$	6,150		$	9,785		$	1,452		$	4,124		$	422		$	1,733		$	23,666		Annualized Base Rent (in thousands) 1	$	8,071		$	11,726		$	2,785		$	5,755		$	1,892		$	1,980		$	32,209
% of Total	% of Total	26.0		%	41.3		%	6.1		%	17.4		%	1.8		%	7.4		%	100.0		%	% of Total	25.1		%	36.4		%	8.6		%	17.9		%	5.9		%	6.1		%	100.0		%
Annualized Base Rent 1 Per Occupied Square Foot	Annualized Base Rent 1 Per Occupied Square Foot	$	6.82		$	3.45		$	4.72		$	4.18		$	3.07		$	1.98		$	3.90		Annualized Base Rent 1 Per Occupied Square Foot	$	7.14		$	4.48		$	4.77		$	5.32		$	4.40		$	2.27		$	4.78
Weighted Average Remaining Lease Term (Years) 2	Weighted Average Remaining Lease Term (Years) 2	4.5			6.1			3.6			3.3			2.2			5.5			4.7			Weighted Average Remaining Lease Term (Years) 2	3.9			5.0			6.2			3.5			7.4			5.8			5.0

Total Investments in Real Estate and Improved Land	Total Investments in Real Estate and Improved Land																						Total Investments in Real Estate and Improved Land
Annualized Base Rent (in thousands) 1	Annualized Base Rent (in thousands) 1	$	36,308		$	50,455		$	35,958		$	36,323		$	22,342		$	21,516		$	202,902		Annualized Base Rent (in thousands) 1	$	43,589		$	57,569		$	46,509		$	39,112		$	29,085		$	24,558		$	240,422
% of Total Annualized Base Rent 1	% of Total Annualized Base Rent 1	17.9		%	24.9		%	17.7		%	17.9		%	11.1		%	10.5		%	100.0		%	% of Total Annualized Base Rent 1	18.1		%	23.9		%	19.3		%	16.3		%	12.1		%	10.3		%	100.0		%
Gross Book Value (in thousands) 3	Gross Book Value (in thousands) 3	$	586,895		$	764,302		$	554,107		$	605,016		$	427,330		$	318,790		$	3,256,440		Gross Book Value (in thousands) 3	$	684,098		$	780,606		$	761,062		$	606,147		$	690,244		$	338,782		$	3,860,939
% of Total Gross Book Value	% of Total Gross Book Value	18.0		%	23.5		%	17.0		%	18.6		%	13.1		%	9.8		%	100.0		%	% of Total Gross Book Value	17.7		%	20.2		%	19.7		%	15.7		%	17.9		%	8.8		%	100.0		%

1Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of June 30, ~~2022,~~2023, multiplied by 12.

2Weighted average remaining lease term is calculated by summing the remaining lease term of each lease as of June 30, ~~2022,~~2023, weighted by the respective square footage.

3Includes ~~four~~seven properties under development or redevelopment that, upon completion, will consist of ~~two properties~~six buildings aggregating approximately ~~0.3~~1.1 million square feet and ~~two~~one approximately 2.8 acre improved land ~~parcels aggregating~~parcel, and approximately ~~12.1 acres.~~62.7 acres of land entitled for future development.

As of June 30, ~~2022,~~2023, we owned ~~four~~seven properties under development or redevelopment that, upon completion, will consist of ~~two properties~~six buildings aggregating approximately ~~0.3~~1.1 million square feet and ~~two~~one approximately 2.8 acre improved land ~~parcels aggregating~~parcel, and approximately ~~12.1~~62.7 acres of land entitled for future development, with a total expected investment of approximately ~~$108.3~~$573.3 million, including redevelopment costs, capitalized interest and other costs.

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The following table summarizes our capital expenditures incurred during the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (dollars in thousands):


		For the Three Months Ended June 30,				For the Six Months Ended June 30,					For the Three Months Ended June 30,				For the Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Building improvements	Building improvements	$	11,356	$	9,940	$	20,872	$	11,694	Building improvements	$	6,548	$	11,356	$	12,952	$	20,872
Tenant improvements	Tenant improvements	6,577		2,499		11,124		3,420		Tenant improvements	2,062		6,577		2,672		11,124
Leasing commissions	Leasing commissions	5,245		4,985		9,936		7,727		Leasing commissions	3,612		5,245		6,788		9,936
Redevelopment, renovation and expansion		7,232		5,311		19,183		5,883
Development, redevelopment, renovation and expansion										Development, redevelopment, renovation and expansion	25,777		7,232		37,397		19,183
Total capital expenditures 1	Total capital expenditures 1	$	30,410	$	22,735	$	61,115	$	28,724	Total capital expenditures 1	$	37,999	$	30,410	$	59,809	$	61,115

1Includes approximately ~~$19.2~~$30.2 million and ~~$13.8~~$19.2 million for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and approximately ~~$42.7~~$47.2 million and ~~$15.0~~$42.7 million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, related to leasing acquired vacancy, redevelopment construction in progress and renovation and expansion projects (stabilization capital) at 2926 and 1429 properties for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and at 3429 and 1434 properties for the six months ended June 30, 2023 and 2022, ~~and 2021,~~ respectively. Also includes approximately $3.4 million and $3.6 million for the three and six months ended June 30, 2022, respectively, related to roof replacements in advance of rooftop solar installations as part of our ESG initiatives.

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 ~~93.6%~~96.1% 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 ongoing 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.

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Our top 20 customers based on annualized base rent as of June 30, ~~2022~~2023 are as follows:


		Customer	Leases	Rentable Square Feet	% of Total Rentable Square Feet		Annualized Base Rent (in thousands) 1		% of Total Annualized Base Rent			Customer	Leases	Rentable Square Feet	% of Total Rentable Square Feet		Improved Land Acreage	Annualized Base Rent (in thousands) 1		% of Total Annualized Base Rent 2
1	1	Amazon.com 2	6	471,880	3.1	%	$	9,069	4.5	%	1	Amazon.com	5	471,880	3.0	%	2.8	$	8,697	3.6	%
2	2	FedEx Corporation 3	6	246,779	1.6	%	4,880		2.4	%	2	FedEx Corporation	5	242,889	1.5	%	7.7	5,120		2.1	%
3	3	Danaher	3	171,707	1.1	%	3,960		2.0	%	3	O'Neill Logistics	2	429,692	2.7	%	—	4,339		1.8	%
4	4	United States Government	8	300,732	2.0	%	3,794		1.9	%	4	Danaher	3	171,707	1.1	%	—	4,078		1.7	%
5	5	District of Columbia	7	234,071	1.5	%	3,343		1.6	%	5	United States Government	8	300,732	1.9	%	—	4,002		1.7	%
6	6	O'Neill Logistics	2	237,692	1.6	%	2,069		1.0	%	6	District of Columbia	8	245,888	1.6	%	—	3,480		1.5	%
7	7	Port Kearny Security, Inc. 4	1	—	—	%	2,040		1.0	%	7	DirectBuy Home Improvement	1	230,891	1.5	%	—	3,463		1.4	%
8	8	DirectBuy Home Improvement	2	230,891	1.5	%	2,011		1.0	%	8	International Cargo Terminals Inc.	1	31,601	0.2	%	—	3,300		1.4	%
9	9	B&B Granite Block Sales, LLC 5	1	—	—	%	1,944		1.0	%	9	Meta Platforms, Inc.	1	225,678	1.4	%	—	2,811		1.2	%
10	10	Costco-Innovel Solutions LLC	1	219,910	1.5	%	1,870		0.9	%	10	Lucid USA, Inc.	1	161,680	1.0	%	—	2,522		1.0	%
11	11	Hanjin International America, Inc. and Hanjin Transportation Co., LTD	1	114,061	0.8	%	1,848		0.9	%	11	Port Kearny Security, Inc.	1	—	—	%	16.9	2,280		0.9	%
12	12	XPO Logistics	2	180,717	1.2	%	1,843		0.9	%	12	Sarcona Management Corporation	2	28,124	0.2	%	4.9	2,239		0.9	%
13	13	Team Alliance Logistics Inc. DBA A&V Transportation 6	2	—	—	%	1,777		0.9	%	13	B&B Granite Block Sales, LLC	1	—	—	%	7.2	2,160		0.9	%
14	14	L3 Harris Technologies, Inc.	1	147,898	1.0	%	1,751		0.8	%	14	JAM'N Logistics Inc.	1	110,336	0.7	%	—	2,145		0.9	%
15	15	Divergent Technologies, Inc. 7	2	72,808	0.6	%	1,613		0.8	%	15	Costco-Innovel Solutions LLC	1	219,910	1.4	%	—	1,926		0.8	%
16	16	Bar Logistics	1	203,263	1.3	%	1,593		0.8	%	16	Hanjin International America, Inc.	1	114,061	0.7	%	—	1,908		0.8	%
17	17	Topaz Lighting Corp.	1	190,000	1.2	%	1,552		0.8	%	17	XPO Logistics	2	180,717	1.1	%	—	1,877		0.8	%
18	18	YRC	2	61,252	0.4	%	1,540		0.8	%	18	Team Alliance Logistics Inc.	2	—	—	%	4.4	1,848		0.8	%
19	19	PODS Enterprises. LLC	1	201,977	1.3	%	1,515		0.7	%	19	L3 Harris Technologies, Inc.	1	147,898	0.9	%	—	1,804		0.8	%
20	20	Envogue International	1	192,000	1.3	%	1,454		0.7	%	20	The RK Logistics Group, Inc.	1	141,275	0.9	%	—	1,729		0.7	%
		Total	51	3,477,638	23.0	%	$	51,466	25.4	%		Total	48	3,454,959	21.8	%	43.9	$	61,728	25.7	%

1Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of June 30, ~~2022,~~2023, multiplied by 12.

2~~Includes two~~Total annualized base rent is calculated as contractual monthly base rent per the leases, for all buildings and improved land parcels, ~~consisting~~ excluding any partial or full rent abatements, as of ~~approximately 6.2 acres.~~June 30, 2023, multiplied by 12.

3~~Includes two improved land parcels consisting of approximately 7.7 acres.~~

4~~Includes an improved land parcel consisting of approximately 16.9 acres.~~

5~~Includes an improved land parcel consisting of approximately 7.2 acres.~~

6~~Includes two improved land parcels consisting of approximately 4.4 acres.~~

7~~Includes an improved land parcel consisting of approximately 1.4 acres.~~

The following ~~table summarizes~~tables summarize the anticipated lease expirations for leases in place as of June 30, ~~2022,~~2023, without giving effect to the exercise of unexercised renewal options or termination rights, if any, at or prior to the scheduled expirations:


Buildings:
Year	Rentable Square Feet	% of Total Rentable Square Feet		Annualized Base Rent (in thousands) 2		% of Total Annualized Base Rent 3
2023 (6 months) 1	963,003	6.1	%	$	6,708	2.4	%
2024	1,393,986	8.8	%	18,063		6.5	%
2025	2,260,058	14.3	%	35,727		13.0	%
2026	2,763,498	17.4	%	44,094		16.0	%
2027	2,464,953	15.6	%	40,595		14.7	%
Thereafter	5,648,051	35.6	%	92,584		33.6	%
Total	15,493,549	97.8	%	$	237,771	86.2	%

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Year Rentable Square Feet % of Total Rentable
Square Feet
Annualized Base Rent
(in thousands) 2, 3
% of Total Annualized
Base Rent
2022 (6 months) 1
988,633 6.5 % $ 8,027 3.4 %
2023 1,955,040 12.9 % 26,103 11.1 %
2024 1,854,679 12.3 % 25,150 10.8 %
2025 1,805,514 12.0 % 35,947 15.3 %
2026 2,447,748 16.2 % 38,749 16.5 %
Thereafter 5,733,470 38.0 % 100,337 42.9 %
Total 14,785,084 97.9 % $ 234,313 100.0 %


Improved Land Parcels:
Year	Improved Land Acreage	% of Total Improved Land Acreage		Annualized Base Rent (in thousands) 2		% of Total Annualized Base Rent 3
2023 (6 months) 4	7.1	4.3	%	$	1,732	0.6	%
2024	19.4	11.7	%	3,690		1.3	%
2025	14.9	9.0	%	3,626		1.3	%
2026	17.9	10.8	%	4,876		1.8	%
2027	12.2	7.3	%	4,156		1.5	%
Thereafter	88.2	53.2	%	20,023		7.3	%
Total	159.7	96.3	%	$	38,103	13.8	%


Total Buildings and Improved Land Parcels:
Year	Total Annualized Base Rent (in thousands)3		% of Total Annualized Base Rent 3
2023 (6 months) 5	$	8,440	3.0	%
2024	21,753		7.8	%
2025	39,353		14.3	%
2026	48,970		17.8	%
2027	44,751		16.2	%
Thereafter	112,607		40.9	%
Total	$	275,874	100.0	%

1Includes leases that expire on or after June 30, ~~2022~~2023 and month-to-month leases totaling approximately ~~30,348~~133,846 square feet.

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2Annualized base rent is calculated as contractual monthly base rent per the leases at expiration, excluding any partial or full rent abatements, as of June 30, ~~2022,~~2023, multiplied by 12.

3~~Includes~~Total annualized base rent ~~related to 42~~is calculated as contractual monthly base rent per the leases at expiration, for all buildings and/or improved land parcels, excluding any partial or full rent abatements, as of June 30, 2023, multiplied by 12.

4Includes leases that expire on or after June 30, 2023 and month-to-month leases totaling approximately ~~147.7~~2.4 acres.

5Includes leases that expire on or after June 30, 2023 and month-to-month leases disclosed in footnotes 1 and 4 of the table.

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 June 30, ~~2022,~~2023, leases representing approximately ~~3.4%~~3.0% of the total annualized base rent of our portfolio are scheduled to expire during the year ending December 31, ~~2022.~~2023. We currently expect that, on average, the rental rates we are likely to achieve on new (re-leased) or renewed leases for our ~~2022~~2023 expirations will be above the rates currently being paid for the same space. Cash rent changes on new and renewed leases totaling approximately ~~0.5~~0.8 million square feet and ~~7.2~~3.0 acres of improved land commencing during the three months ended June 30, ~~2022~~2023 were approximately ~~55.4%~~59.2% higher as compared to the previous rental rates for that same space, and cash rent changes on new and renewed leases totaling approximately ~~1.2~~1.3 million square feet and ~~11.3~~8.6 acres commencing during the six months ended June 30, ~~2022~~2023 were approximately ~~42.8%~~64.3% higher as compared to the previous rental rates for that same space. We had a tenant retention ratio for the operating portfolio of ~~27.5%~~51.7% and ~~38.6%~~52.9%, respectively, for the three and six months ended June 30, ~~2022.~~2023. We had a tenant retention ratio for the improved land portfolio of ~~100.0% and 87.4%, respectively,~~0.0% for both the three and six months ended June 30, ~~2022.~~2023. We define tenant retention ratio as the square footage or acreage of all leases commenced during the period that are rented by existing tenants divided by the square footage or acreage of all expiring leases during the reporting period. The square footage or acreage 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. 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

Acquisition Activity

During the three months ended June 30, ~~2022,~~2023, we acquired ~~ten~~one industrial ~~properties~~property for a total purchase price of approximately ~~$203.3~~$13.4 million. The ~~properties were~~property was acquired from an unrelated third ~~parties~~party using existing cash on hand, ~~net proceeds from dispositions,~~ net proceeds from the issuance of common stock and debt. The following table sets forth the industrial ~~properties~~property we acquired during the three months ended June 30, ~~2022:~~2023:
Property Name Location Acquisition Date Number of
Buildings Square
Feet
Purchase Price
(in thousands) 1
Stabilized
Cap Rate 2
Acreage 3
NE 91st Redmond, WA April 8, 2022 2 32,000 $ 9,780 4.1 % —
87 Doremus Newark, NJ April 18, 2022 — — 17,300 5.3 % 9.7
3660 Thomas Road Santa Clara, CA May 4, 2022 1 135,000 54,600 2.5 % —
127 Doremus Avenue Newark, NJ May 19, 2022 — — 11,900 6.9 % 2.4
3660 Fee Ana Anaheim, CA May 24, 2022 — — 15,000 4.7 % 2.1
332 Hindry Avenue Inglewood, CA May 25, 2022 1 19,000 9,280 2.4 % —
8320-8400 Isis Avenue Los Angeles, CA May 25, 2022 1 40,000 17,902 3.2 % —
Teagarden San Leandro, CA June 1, 2022 5 104,000 34,600 3.5 % —
293 Roanoke Avenue Newark, NJ June 7, 2022 — — 13,000 5.4 % 1.8
8660 Willows Road Redmond, WA June 17, 2022 — — 19,900 4.3 % 3.5
Total/Weighted Average 10 330,000 $ 203,262 3.8 % 19.5

Property Name

Location

Acquisition Date

Number of
Buildings

Square
Feet

Improved Land Acreage

Purchase Price

(in thousands) 1

Stabilized

Cap Rate 2

25th Place NE

Washington DC

May 23, 2023

33,000

—

13,426

5.3

1Excludes intangible ~~liabilities and mortgage premiums, if any.~~liabilities. The total aggregate initial investment was approximately ~~$221.6~~$13.8 million, including ~~$8.4~~$0.6 million in capitalized closing costs and acquisition costs and ~~$9.9~~$0.2 million in assumed intangible ~~liabilities.~~liabilities and $0.4 million in other credits related to free rent and tenant improvements at 25th Place NE.

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

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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, ~~2021~~2022 and in our other public filings.

3~~Represents acreage of improved land parcels.~~

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Development and Redevelopment Activity

As of June 30, ~~2022,~~2023, we had ~~four~~seven properties under development or redevelopment that, upon completion, will consist of ~~two properties~~six buildings aggregating approximately ~~0.3~~1.1 million square feet and ~~two~~one approximately 2.8 acre improved land ~~parcels~~parcel. Additionally, we owned approximately 62.7 acres of land entitled for future development that, upon completion, will consist of six buildings aggregating approximately ~~12.1 acres~~1.1 million square feet. The following table summarizes certain information with ~~a total expected investment~~respect to the properties under development or redevelopment and the land entitled for future development as of ~~approximately $108.3 million, including redevelopment costs, capitalized interest and other costs as follows:~~June 30, 2023:
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 Feet Estimated
Completion
Quarter % Pre-leased June 30, 2022
73rd Street $ 20,616 $ 18,313 $ 2,303 6.5 % 128,844 Q3 2022 66.1 %
Countyline #30 37,867 37,102 765 3.8 % 205,107 Q3 2022 100.0 %
Berryessa 3
24,563 24,182 381 5.1 % N/A Q1 2023 — %
Paterson Plank III 4
25,303 19,545 5,758 4.4 % N/A Q2 2023 — %
Total/Weighted Average $ 108,349 $ 99,142 $ 9,207 4.7 % 333,951 86.9 %


Property Name	Total Expected Investment (in thousands) 1		Amount Spent to Date (in thousands) 2		Estimated Stabilized Cap Rate 3		Estimated Post-Development Square Feet	Estimated Post-Development Acreage	Estimated Stabilization Quarter	% Pre-leased June 30, 2023



Properties under development or redevelopment:
Countyline Phase IV
Countyline Building 38 4	$	88,800	$	31,884	5.0	%	506,215	—	Q3 2024	100.0	%
Countyline Building 39 4	42,632		16,617		6.0	%	178,201	—	Q4 2024	—	%
Countyline Building 40 4	41,968		15,319		6.0	%	186,107	—	Q4 2024	26.7	%
Countyline Building 41 4	41,400		35,964		5.1	%	190,907	—	Q4 2023	100.0	%
147th Street	18,060		7,517		6.1	%	34,045	—	Q3 2024	—	%
Maple III	26,980		23,132		5.5	%	—	2.8	Q3 2024	—	%
Paterson Plank III	35,583		21,209		4.2	%	47,316	—	Q1 2025	—	%
Total/Weighted Average	$	295,423	$	151,642	5.3	%	1,142,791	2.8		65.3	%

Land entitled for future development:
Countyline Phase IV
Countyline Phase IV Land 4	277,900		91,942		6.0	%	1,135,036	—	Q1 2025-Q4 2026	n/a
Total	$	277,900	$	91,942	6.0	%	1,135,036	—		n/a

1Excludes below-market lease adjustments recorded at acquisition. Total expected investment for the properties ~~include~~includes the initial purchase price, buyer’s due diligence and closing costs, estimated near-term redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization.

2Excludes below-market lease adjustments recorded at acquisition.

3Estimated stabilized cap rates, referred to herein as estimated stabilized cap rates, are calculated as estimated annualized cash basis net operating income for the property stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property. We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of lease intangibles. These 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, 2022 and in our other public filings.

4Collectively, “Countyline Phase IV”, a 121-acre project entitled for 2.2 million square feet of industrial distribution buildings located in Miami’s Countyline Corporate Park (“Countyline”), immediately adjacent to our seven buildings within Countyline. Countyline Phase IV, a landfill redevelopment adjacent to Florida’s Turnpike and the southern terminus of I-75, is expected to contain ten LEED-certified industrial distribution buildings at completion.

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During the six months ended June 30, 2023, we completed redevelopment of one improved land parcel consisting of approximately 6.3 acres. The following table summarizes certain information with respect to the completed redevelopment property as of June 30, 2023:

Property Name

Location

Total

Investment (in

thousands) 1

Estimated

Stabilized Cap

Rate 2

Post-Development Square Feet

Post-Development Acreage

Completion Quarter

Berryessa

San Jose, CA

26,296

4.9

—

6.3

Q2 2023

1Total investment for the property includes the initial purchase price, buyer’s due diligence and closing costs, 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 properties stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property. We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of lease intangibles. These 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, ~~2021~~2022 and in our other public filings.

3~~Improved land parcel of approximately 7.2 acres.~~

4~~Improved land parcel of approximately 4.9 acres.~~

During the second quarter of 2022, we completed redevelopment of our Countyline 29 property in Hialeah, FL consisting of approximately 0.2 million square feet. The property has an estimated stabilized cap rate of 3.8% and the total aggregate investment was approximately $37.7 million.

Disposition Activity

During the six months ended June 30, ~~2022,~~2023, we sold one property ~~(consisting of 18 buildings)~~ located in the Northern New Jersey/New York City market for a sales price of approximately ~~$110.4~~$25.5 million, resulting in a gain of approximately ~~$76.0~~$12.3 million.

The following summarizes the condensed results of operations of the property sold during the three and six months ended June 30, ~~2022~~2023 (dollars in thousands):

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	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Rental revenues	$	75	$	240	$	310	$	481
Tenant expense reimbursements	34		91		108		182
Property operating expenses	(40)		(95)		(130)		(187)
Depreciation and amortization	—		(109)		(63)		(217)
Income from operations	$	69	$	127	$	225	$	259

For the Three Months Ended June 30, For the Six Months Ended June 30,
2022 2021 2022 2021
Rental revenues $ 458 $ 1,005 $ 1,554 $ 1,985
Tenant expense reimbursements 122 422 647 1,001
Property operating expenses (186) (478) (745) (1,152)
Depreciation and amortization — (273) (243) (554)
Income from operations $ 394 $ 676 $ 1,213 $ 1,280

~~Credit Facility~~Public Offering

On ~~June 29, 2022,~~February 13, 2023, we ~~entered into~~completed a public offering of 5,750,000 shares of common stock at a price per share of $62.50, which included the ~~First Amendment~~underwriters’ full exercise of their option to ~~the Sixth Amended and Restated Senior Credit Agreement (as amended, the “Amended Facility”) which (i) increased the borrowing capacity~~purchase an additional 750,000 shares. The net proceeds of the ~~revolving credit facility by $150.0~~offering were approximately $355.9 million ~~to $400.0 million, (ii) decreased~~after deducting the ~~accordion feature by $150.0 million to $500.0 million,~~underwriting discount and ~~(iii) provided~~offering costs of approximately $3.5 million. We used the net proceeds for ~~the calculation of interest, pricing and fees based on SOFR instead of LIBOR.~~

~~Senior Unsecured Notes~~

On August 1, 2022, we prepaid a $50.0 million tranche of the Senior Unsecured Notes using borrowings from our revolving credit facility. The notes bore interest at 4.23% and had an original maturity date of September 1, 2022.acquisitions.

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 $300.0 million ($~~219.4~~81.7 million remaining as of June 30, ~~2022)~~2023) 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 previous at-the-market equity program, which was substantially utilized as of June 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. During ~~both~~ the three and six months ended June 30, ~~2022,~~2023, we issued an aggregate of ~~27,087~~617,106 and 967,106 shares, respectively, of common stock at a weighted average offering price of ~~$76.03~~$62.75 and $62.95 per share, respectively, under the $300 Million ATM Program, resulting in net proceeds of approximately ~~$2.0~~$38.2 million and $60.0 million, respectively, and paying total compensation to the applicable sales agents of approximately ~~$29,000.~~$0.6 million and $0.9 million, respectively.

Share Repurchase Program

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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.~~2024. Purchases made pursuant to this program, if any, will be made in either the open market or in privately negotiated transactions as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us in our discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. As of June 30, ~~2022,~~2023, we had not repurchased any shares of our common stock pursuant to our share repurchase program.

Dividend and Distribution Activity

On August ~~2, 2022,~~1, 2023, our board of directors declared a cash dividend in the amount of ~~$0.40~~$0.45 per share of our common stock payable on October ~~14, 2022~~13, 2023 to the stockholders of record as of the close of business on September ~~30, 2022.~~29, 2023.

Contractual Commitments

As of August ~~2, 2022,~~1, 2023, we had three outstanding contracts with third-party sellers to acquire three industrial properties for a total ~~aggregate~~ purchase price of ~~$51.3~~$67.4 million, as described under the heading “Material Cash Commitments” in this Quarterly Report on Form 10-Q. 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.

Inflation

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The U.S. economy ~~has~~ experienced ana significant increase in inflation rates ~~recently affecting consumers~~throughout 2022 and a2023. A wide variety of industries and ~~sectors. Inflation~~sectors have been, and will continue to be, affected by increasing commodity prices. In recent years, inflation has increased construction costs, including tenant improvements and capital projects, goods and labor, and operating costs. Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, leases with respect to approximately ~~59.9%~~59.1% of our total rentable square feet and improved land acreage expire within five years which enables us to seek to replace existing leases with new leases at the then-existing market rate.

Financial Condition and Results of Operations

We derive substantially all of our revenues from rents received from tenants under existing leases on each of our properties. These revenues include fixed base rents and recoveries of certain property operating expenses that we have incurred and that we pass through to the individual tenants. Approximately ~~93.6%~~96.1% 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 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 six months ended June 30, ~~2022~~2023 and ~~2021~~2022 includes the changes attributable to same store properties. The same store pool for the comparison of the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 includes all properties that were owned and in operation as of June 30, ~~2022~~2023 and since January 1, ~~2021~~2022 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of June 30, ~~2022.~~2023. As of June 30, ~~2022,~~2023, the same store pool consisted of ~~200~~226 buildings aggregating approximately ~~12.4~~13.2 million square feet representing approximately ~~81.8%~~83.7% of our total square feet owned and 2437 improved land parcels consisting of approximately ~~91.5 acres.~~127.1 acres representing approximately 76.6% of our total acreage owned. As of June 30, ~~2022,~~2023, the non-same store properties, which we acquired, redeveloped, or sold during ~~2021~~2023 and 2022 or were held for sale or in development or redevelopment as of June 30, ~~2022,~~2023, consisted of 4931 buildings aggregating approximately ~~2.7~~2.6 million square feet, 18nine improved land parcels consisting of approximately ~~56.2~~38.7 acres, ~~and four~~seven properties under development or redevelopment ~~that, upon completion, will consist~~and approximately 62.7 acres of ~~two properties aggregating approximately 0.3 million square feet and two improved~~ land ~~parcels aggregating approximately 12.1 acres.~~entitled for future development. As of June 30, ~~2022~~2023 and ~~2021,~~2022, our consolidated same store pool occupancy was approximately ~~98.0%~~98.4% and ~~97.9%~~97.1%, respectively.

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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.

~~Table of Contents~~

Comparison of the Three Months Ended June 30, ~~2022~~2023 to the Three Months Ended June 30, ~~2021:~~2022:


		For the Three Months Ended June 30,									For the Three Months Ended June 30,
		2022		2021		$ Change		% Change			2023		2022		$ Change		% Change
		(Dollars in thousands)									(Dollars in thousands)
Rental revenues 1	Rental revenues 1									Rental revenues 1
Same store	Same store	$	41,443	$	38,876	$	2,567	6.6	%	Same store	$	52,153	$	47,532	$	4,621	9.7	%
Non-same store operating properties 2	Non-same store operating properties 2	11,018		3,559		7,459		209.6	%	Non-same store operating properties 2	11,318		4,929		6,389		129.6	%
Total rental revenues	Total rental revenues	52,461		42,435		10,026		23.6	%	Total rental revenues	63,471		52,461		11,010		21.0	%
Tenant expense reimbursements 1	Tenant expense reimbursements 1									Tenant expense reimbursements 1
Same store	Same store	10,936		9,915		1,021		10.3	%	Same store	13,127		11,966		1,161		9.7	%
Non-same store operating properties 2	Non-same store operating properties 2	1,972		945		1,027		108.7	%	Non-same store operating properties 2	2,937		942		1,995		211.8	%
Total tenant expense reimbursements	Total tenant expense reimbursements	12,908		10,860		2,048		18.9	%	Total tenant expense reimbursements	16,064		12,908		3,156		24.4	%
Total revenues	Total revenues	65,369		53,295		12,074		22.7	%	Total revenues	79,535		65,369		14,166		21.7	%
Property operating expenses	Property operating expenses									Property operating expenses
Same store	Same store	12,719		11,751		968		8.2	%	Same store	14,907		14,140		767		5.4	%
Non-same store operating properties 2	Non-same store operating properties 2	3,085		1,420		1,665		117.3	%	Non-same store operating properties 2	3,679		1,664		2,015		121.1	%
Total property operating expenses	Total property operating expenses	15,804		13,171		2,633		20.0	%	Total property operating expenses	18,586		15,804		2,782		17.6	%
Net operating income 3	Net operating income 3									Net operating income 3
Same store	Same store	39,660		37,040		2,620		7.1	%	Same store	50,373		45,358		5,015		11.1	%
Non-same store operating properties 2	Non-same store operating properties 2	9,905		3,084		6,821		221.2	%	Non-same store operating properties 2	10,576		4,207		6,369		151.4	%
Total net operating income	Total net operating income	$	49,565	$	40,124	$	9,441	23.5	%	Total net operating income	$	60,949	$	49,565	$	11,384	23.0	%
Other costs and expenses	Other costs and expenses									Other costs and expenses
Depreciation and amortization	Depreciation and amortization	15,288		11,968		3,320		27.7	%	Depreciation and amortization	18,232		15,288		2,944		19.3	%
General and administrative	General and administrative	7,333		6,866		467		6.8	%	General and administrative	9,766		7,333		2,433		33.2	%
Acquisition costs and other	Acquisition costs and other	1,027		117		910		777.8	%	Acquisition costs and other	27		1,027		(1,000)		(97.4)	%
Total other costs and expenses	Total other costs and expenses	23,648		18,951		4,697		24.8	%	Total other costs and expenses	28,025		23,648		4,377		18.5	%
Other income (expense)	Other income (expense)									Other income (expense)
Interest and other income	Interest and other income	115		221		(106)		(48.0)	%	Interest and other income	973		115		858		746.1	%
Interest expense, including amortization	Interest expense, including amortization	(5,047)		(4,016)		(1,031)		25.7	%	Interest expense, including amortization	(5,900)		(5,047)		(853)		16.9	%

Gain on sales of real estate investments	Gain on sales of real estate investments	76,048		—		76,048		n/a		Gain on sales of real estate investments	12,257		76,048		(63,791)		(83.9)	%
Total other income (expense)	Total other income (expense)	71,116		(3,795)		74,911		n/a		Total other income (expense)	7,330		71,116		(63,786)		(89.7)	%
Net income	Net income	$	97,033	$	17,378	$	79,655	458.4	%	Net income	$	40,254	$	97,033	$	(56,779)	(58.5)	%

1Accounting Standards Update (“ASU”) No. 2018-11, Leases (Topic 842), allows us to elect not to separate lease and non-lease rental income. All rental income earned pursuant to tenant leases is reflected as one line, “Rental revenues and tenant expense reimbursements” on our accompanying consolidated statements of operations. We believe that the above presentation of rental revenues and tenant expense reimbursements is not, and is not intended to be, a presentation in accordance with accounting principles generally accepted in the United States of America (“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 ~~2022~~2023 and ~~2021~~2022 acquisitions and dispositions, ~~eighteen~~nine improved land parcels, ~~and four~~seven properties under development or redevelopment and approximately 62.7 acres of land entitled for future development as of June 30, ~~2022.~~2023.

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 ~~$12.1~~$14.2 million for the three months ended June 30, ~~2022~~2023 compared to the same period from the prior year due primarily to increased revenue on new and renewed leases, property acquisitions during 2023 and 2022 and ~~2021 and an increase~~increased occupancy in ~~occupancy rate.~~the same store pool. Cash rents on new and renewed leases totaling approximately ~~0.5~~0.8 million square feet and 3.0 acres of improved land commencing during the three months ended June 30, ~~2022~~2023 increased approximately ~~55.4%~~59.2% compared to the previous rental rates for that same space. For the three months ended June 30, 2023 and 2022, ~~and 2021,~~ approximately ~~$1.4~~$2.3 million and ~~$1.1~~$1.4 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain ~~tenants.~~tenants and approximately $0.2 million and $0.1 million, respectively, was recorded in lease termination revenue.

Property operating expenses. Total property operating expenses increased approximately ~~$2.6~~$2.8 million during the three months ended June 30, ~~2022~~2023 compared to the same period from the prior year. The increase in total property operating expenses was primarily due to an increase of approximately ~~$1.7~~$2.0 million attributable to property acquisitions during ~~2022~~2023 and ~~2021~~2022 as well as increases in insurance premiums and real estate taxes related to annual rate ~~increases and utilities expenses incurred at certain of our properties.~~increases.

Depreciation and amortization. Depreciation and amortization increased approximately ~~$3.3~~$2.9 million during the three months ended June 30, ~~2022~~2023 compared to the same period from the prior year primarily due to property acquisitions during ~~2022~~2023 and ~~2021.~~2022.

General and administrative expenses. General and administrative expenses increased approximately ~~$0.5~~$2.4 million during the three months ended June 30, 2023 compared to the same period from the prior year primarily due to increased compensation expenses including increased restricted stock amortization, LTIP expense and ~~other compensation expenses due to~~bonus expense, and an increase in the number of employees and salaries ~~for the three months ended June 30, 2022~~ compared to the same period from the prior year.

Acquisition costs and other. Acquisition costs and other ~~increased~~decreased approximately ~~$0.9~~$1.0 million during the three months ended June 30, ~~2022~~2023 compared to the same period from the prior year primarily due to environmental remediation at our Avenue A property of approximately $1.0 ~~million.~~million during the three months ended June 30, 2022.

Interest and other income. Interest and other income ~~for the three months ended June 30, 2022 remained consistent with the same period in the prior year.~~

~~Interest expense, including amortization.~~ ~~Interest expense~~ increased approximately ~~$1.0~~$0.9 million for the three months ended June 30, ~~2022~~2023 compared to the same period from the prior year primarily due to higher interest rates on our cash and cash equivalent balances.

Interest expense, including amortization. Interest expense increased approximately $0.9 million for the ~~issuance of approximately $150.0~~three months ended June 30, 2023 compared to the same period from the prior year. This increase was primarily due to borrowing the full amount available under the $100.0 million ~~of senior~~ unsecured ~~notes~~term loan on ~~July 15, 2021~~September 2, 2022 and ~~$125.0 million of senior~~higher average interest rates on the unsecured ~~notes on October 28, 2021.~~term loans and credit facility during the three months ended June 30, 2023.

Gain on sales of real estate investments. Gain on sales of real estate investments ~~increased~~decreased approximately ~~$76.0~~$63.8 million for the three months ended June 30, ~~2022~~2023 compared to the same period from the prior year. We ~~sold~~recognized a gain of approximately $12.3 million from the sale of one property during the three months ended June 30, ~~2022 and we did not sell any properties during~~2023, as compared to a gain of approximately $76.0 million from the ~~three months ended June 30, 2021.~~sale of one property in the same period from the prior year.

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Comparison of the Six Months Ended June 30, ~~2022~~2023 to the Six Months Ended June 30, ~~2021:~~2022:


		For the Six Months Ended June 30,									For the Six Months Ended June 30,
		2022		2021		$ Change		% Change			2023		2022		$ Change		% Change
		(Dollars in thousands)									(Dollars in thousands)
Rental revenues 1	Rental revenues 1									Rental revenues 1
Same store	Same store	$	82,297	$	76,558	$	5,739	7.5	%	Same store	$	103,382	$	94,192	$	9,190	9.8	%
Non-same store operating properties 2	Non-same store operating properties 2	20,505		5,686		14,819		260.6	%	Non-same store operating properties 2	19,627		8,610		11,017		128.0	%
Total rental revenues	Total rental revenues	102,802		82,244		20,558		25.0	%	Total rental revenues	123,009		102,802		20,207		19.7	%
Tenant expense reimbursements 1	Tenant expense reimbursements 1									Tenant expense reimbursements 1
Same store	Same store	22,385		19,948		2,437		12.2	%	Same store	26,214		24,611		1,603		6.5	%
Non-same store operating properties 2	Non-same store operating properties 2	4,217		1,794		2,423		135.1	%	Non-same store operating properties 2	4,963		1,991		2,972		149.3	%
Total tenant expense reimbursements	Total tenant expense reimbursements	26,602		21,742		4,860		22.4	%	Total tenant expense reimbursements	31,177		26,602		4,575		17.2	%
Total revenues	Total revenues	129,404		103,986		25,418		24.4	%	Total revenues	154,186		129,404		24,782		19.2	%
Property operating expenses	Property operating expenses									Property operating expenses
Same store	Same store	26,375		24,005		2,370		9.9	%	Same store	30,246		29,401		845		2.9	%
Non-same store operating properties 2	Non-same store operating properties 2	6,305		2,678		3,627		135.4	%	Non-same store operating properties 2	6,721		3,279		3,442		105.0	%
Total property operating expenses	Total property operating expenses	32,680		26,683		5,997		22.5	%	Total property operating expenses	36,967		32,680		4,287		13.1	%
Net operating income 3	Net operating income 3									Net operating income 3
Same store	Same store	78,307		72,501		5,806		8.0	%	Same store	99,350		89,402		9,948		11.1	%
Non-same store operating properties 2	Non-same store operating properties 2	18,417		4,802		13,615		283.5	%	Non-same store operating properties 2	17,869		7,322		10,547		144.0	%
Total net operating income	Total net operating income	$	96,724	$	77,303	$	19,421	25.1	%	Total net operating income	$	117,219	$	96,724	$	20,495	21.2	%
Other costs and expenses	Other costs and expenses									Other costs and expenses
Depreciation and amortization	Depreciation and amortization	30,270		23,344		6,926		29.7	%	Depreciation and amortization	36,391		30,270		6,121		20.2	%
General and administrative	General and administrative	14,860		12,448		2,412		19.4	%	General and administrative	19,086		14,860		4,226		28.4	%
Acquisition costs and other	Acquisition costs and other	1,055		172		883		513.4	%	Acquisition costs and other	75		1,055		(980)		(92.9)	%
Total other costs and expenses	Total other costs and expenses	46,185		35,964		10,221		28.4	%	Total other costs and expenses	55,552		46,185		9,367		20.3	%
Other income (expense)	Other income (expense)									Other income (expense)
Interest and other income	Interest and other income	236		457		(221)		(48.4)	%	Interest and other income	2,936		236		2,700		1144.1	%
Interest expense, including amortization	Interest expense, including amortization	(10,128)		(8,161)		(1,967)		24.1	%	Interest expense, including amortization	(13,275)		(10,128)		(3,147)		31.1	%

Gain on sales of real estate investments	Gain on sales of real estate investments	76,048		—		76,048		n/a		Gain on sales of real estate investments	12,257		76,048		(63,791)		(83.9)	%
Total other income (expense)	Total other income (expense)	66,156		(7,704)		73,860		n/a		Total other income (expense)	1,918		66,156		(64,238)		(97.1)	%
Net income	Net income	$	116,695	$	33,635	$	83,060	246.9	%	Net income	$	63,585	$	116,695	$	(53,110)	(45.5)	%

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 ~~2021~~2022 and ~~2022~~2023 acquisitions and dispositions, ~~eighteen~~nine improved land parcels, ~~and four~~seven properties under development or redevelopment and approximately 62.7 acres of land entitled for future development as of June 30, ~~2022.~~2023.

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Revenues. Total revenues increased approximately ~~$25.4~~$24.8 million for the six months ended June 30, ~~2022~~2023 compared to the same period from the prior year due primarily to increased revenue on new and renewed leases, property acquisitions during 2023 and 2022 and ~~2021 and an increase~~increased occupancy in ~~occupancy rate.~~the same store pool. Cash rents on new and renewed leases totaling approximately ~~1.2~~1.3 million square feet and 8.6 acres commencing during the six months ended June 30, ~~2022~~2023 increased approximately ~~42.8%~~64.3% compared to ~~the same period from~~ the prior year. For the six months ended June 30, 2023 and 2022, ~~and 2021,~~ approximately ~~$3.2~~$4.1 million and ~~$2.2~~$3.2 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately ~~$0.1 million and~~ $0.2 million ~~respectively,~~ was recorded in lease termination ~~revenue.~~revenue for both periods.

Property operating expenses. Total property operating expenses increased approximately ~~$6.0~~$4.3 million during the six months ended June 30, ~~2022~~2023 compared to the same period from the prior year. The increase in total property operating expenses was primarily due to an increase of approximately ~~$3.6~~$3.4 million attributable to property acquisitions during ~~2022~~2023 and ~~2021~~2022 as well as increases in insurance premiums and real estate taxes related to annual rate ~~increases and utilities expenses incurred at certain of our properties.~~increases.

Depreciation and amortization. Depreciation and amortization increased approximately ~~$6.9~~$6.1 million during the six months ended June 30, ~~2022~~2023 compared to the same period from the prior year primarily due to property acquisitions during ~~2021~~2023 and 2022.

General and administrative expenses. General and administrative expenses increased approximately ~~$2.4~~$4.2 million for the six months ended June 30, ~~2022~~2023 compared to the same period from the prior year primarily due to increased compensation expenses including increased restricted stock amortization, LTIP expense and ~~other compensation expenses, including an increase in~~ bonus expense, and an increase in the number of employees and salaries compared to the same period from the prior year.

Acquisition costs and other. Acquisition costs and other ~~increased~~decreased approximately ~~$0.9~~$1.0 million during the six months ended June 30, ~~2022~~2023 compared to the same period from the prior year primarily due to environmental remediation at our Avenue A property of approximately $1.0 ~~million.~~million during the six months ended June 30, 2022.

Interest and other income. Interest and other income ~~for~~increased approximately $2.7 million during the six months ended June 30, ~~2022 remained consistent with~~2023 compared to the same period infrom the prior ~~year.~~year primarily due to higher interest rates on our cash and cash equivalent balances.

Interest expense, including amortization. Interest expense increased approximately ~~$2.0~~$3.1 million for the six months ended June 30, ~~2022~~2023 compared to the same period from the prior year. This increase was primarily due to borrowing the ~~issuance of approximately $150.0~~full amount available under the $100.0 million ~~of senior~~ unsecured ~~notes~~term loan on ~~July 15, 2021~~September 2, 2022 and ~~$125.0 million of senior~~higher average interest rates on the unsecured ~~notes on October 28, 2021, partially offset by~~term loans and credit facility during the ~~repayment of an $11.3 million mortgage loan in 2021.~~six months ended June 30, 2023.

Gain on sales of real estate investments. Gain on sales of real estate investments ~~increased~~decreased approximately ~~$76.0~~$63.8 million for the six months ended June 30, ~~2022~~2023 compared to the same period from the prior year. We ~~sold~~recognized a gain of approximately $12.3 million from the sale of one property during the six months ended June 30, ~~2022 and we did not sell any properties during~~2023, as compared to a gain of approximately $76.0 million from the ~~six months ended June 30, 2021.~~sale of one property 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 (five to seven 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~~positive 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, and proceeds from the issuance of common stock and perpetual preferred stock. We may also assume debt in connection with property acquisitions which may have a higher loan-to-value ratio.

We expect to meet our short-term liquidity requirements generally through net cash provided by operations, existing cash balances and, if necessary, short-term borrowings under our revolving credit facility. We believe that our net cash provided by operations will be adequate to fund operating requirements, pay interest on any borrowings and fund distributions in accordance with the REIT requirements of the federal income tax laws. In the near-term, we intend to fund future investments in properties, property developments and redevelopments and scheduled debt maturities 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 developments and 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 unsecured and secured 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.

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.

Equity Sources of Liquidity

On February 13, 2023, we completed a public offering of 5,750,000 shares of common stock at a price per share of $62.50, which included the underwriters’ full exercise of their option to purchase an additional 750,000 shares. The net proceeds of the offering were approximately $355.9 million after deducting the underwriting discount and offering costs of approximately $3.5 million. We used the net proceeds for acquisitions.

The following sets forth certain information regarding our current at-the-market common stock offering program as of June 30, ~~2022:~~2023:

ATM Stock Offering Program

Date Implemented

Maximum Aggregate Offering Price (in thousands)

Aggregate Common Stock Available (in thousands)

ATM Stock Offering Program

Date Implemented

Maximum Aggregate Offering Price (in thousands)

Aggregate Common Stock Available (in thousands)

$300 Million ATM Program

June 11, 2021

300,000

219,375

$300 Million ATM Program

June 11, 2021

300,000

81,702

The ~~table below sets~~following tables set forth the activity under our at-the-market common stock offering ~~programs~~program during the three and six months ended June 30, ~~2022~~2023 and ~~2021, respectively (in thousands, except share and price per share data):~~2022:


For the Three Months Ended	For the Three Months Ended	Shares Sold	Weighted Average Price Per Share		Net Proceeds (in thousands)		Sales Commissions (in thousands)		For the Three Months Ended	Shares Sold	Weighted Average Price Per Share		Net Proceeds (in thousands)		Sales Commissions (in thousands)
June 30, 2023									June 30, 2023	617,106	$	62.75	$	38,164	$	562
June 30, 2022	June 30, 2022	27,087	$	76.03	$	2,030	$	29	June 30, 2022	27,087	$	76.03	$	2,030	$	29
June 30, 2021		1,084,294	$	64.21	$	68,611	$	1,010

For the Six Months Ended	For the Six Months Ended	Shares Sold	Weighted Average Price Per Share		Net Proceeds (in thousands)		Sales Commissions (in thousands)		For the Six Months Ended	Shares Sold	Weighted Average Price Per Share		Net Proceeds (in thousands)		Sales Commissions (in thousands)
June 30, 2023									June 30, 2023	967,106	$	62.95	$	59,998	$	883
June 30, 2022	June 30, 2022	27,087	$	76.03	$	2,030	$	29	June 30, 2022	27,087	$	76.03	$	2,030	$	29
June 30, 2021		1,790,818	$	61.84	$	109,137	$	1,606

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Debt Sources of Liquidity

As of June 30, ~~2022,~~2023, 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 July 2028, $100.0 million of senior unsecured notes that mature in December 2029, $125.0 million of senior unsecured notes that mature in August 2030, and $50.0 million of senior unsecured notes that mature in July 2031 (collectively, the “Senior Unsecured Notes”).

~~On June 29, 2022, we entered into the First Amendment to the~~Our Sixth Amended and Restated Senior Credit Agreement (as amended, the “Amended Facility”) which (i) increased the borrowing capacity of the revolving credit facility by $150.0 million to $400.0 million, (ii) decreased the accordion feature by $150.0 million to $500.0 million, and (iii) provided for the calculation of interest, pricing and fees based on SOFR instead of LIBOR. The Amended Facility consists of a $400.0 million revolving credit facility that matures in August 2025, a $100.0 million term loan that matures in January 2027 and a $100.0 million term loan that matures in January ~~2027.~~2028. As of both June 30, ~~2022~~2023 and ~~2021,~~December 31, 2022, there were ~~$12.0 million and $0, respectively, of~~no borrowings outstanding on ~~our~~the revolving credit facility and ~~$100.0~~$200.0 million of borrowings outstanding on ~~our~~the term ~~loan.~~loans.

The aggregate amount of the Amended Facility may be increased by up to an additional $500.0 million to a maximum amount not to exceed $1.1 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts. Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the ~~$100.0 million term loan and the~~ $400.0 million revolving credit facility, the $100.0 million term loan maturing in January 2027 and the $100.0 million term loan maturing in January 2028, or (ii) 60.0% of the value of the unencumbered properties. Interest on the Amended Facility, including the term ~~loan,~~loans, is generally to be paid based upon, at our option, either (i) ~~SOFR~~the Secured Overnight Financing Rate (“SOFR”) plus the applicable SOFR 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 SOFR plus the applicable SOFR margin for SOFR rate loans under the Amended Facility plus 1.25%., or 1.25% per annum. The applicable SOFR margin will range from 1.10% to 1.55% (1.10% as of June 30, ~~2022)~~2023) for the revolving credit facility and 1.25% to 1.75% (1.25% as of June 30, ~~2022)~~2023) for the ~~$100.0 million~~ term ~~loan,~~loans, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value and includes a 10 basis points SOFR credit ~~adjustment..~~adjustment. The Amended 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 Amended 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 Amended Facility and the Senior Unsecured Notes are not secured by our properties or by interests in the subsidiaries that hold such properties. The Amended Facility and the Senior Unsecured Notes include a series of financial and other covenants with which we must comply. We were in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of June 30, ~~2022~~2023 and ~~2021.~~December 31, 2022.

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we held cash and cash equivalents totaling approximately ~~$7.2~~$58.9 million and ~~$204.4~~$26.4 million, respectively.

The following tables summarize our debt maturities and principal payments as of June 30, ~~2022~~2023 and our market capitalization, capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (dollars in thousands, except per share data):
Credit
Facility Term Loan Senior
Unsecured
Notes Total Debt
2022 (6 months) $ — $ — $ 50,000 1 $ 50,000
2023 — — — —
2024 — — 100,000 100,000
2025 12,000 — — 12,000
2026 — — 50,000 50,000
Thereafter — 100,000 425,000 525,000
Total Debt 12,000 100,000 625,000 737,000
Deferred financing costs, net — (455) (3,486) (3,941)
Total Debt, net $ 12,000 $ 99,545 $ 621,514 $ 733,059
Weighted average interest rate 2.3% 2.8% 3.2% 3.1%


	Credit Facility		Term Loan		Senior Unsecured Notes		Total Debt
2023 (6 months)	$	—	$	—	$	—	$	—
2024	—		—		100,000		100,000
2025	—		—		—		—
2026	—		—		50,000		50,000
2027	—		100,000		50,000		150,000
Thereafter	—		100,000		375,000		475,000
Total Debt	—		200,000		575,000		775,000
Deferred financing costs, net	—		(973)		(2,879)		(3,852)
Total Debt, net	$	—	$	199,027	$	572,121	$	771,148
Weighted average interest rate	n/a		6.4%		3.1%		4.0%

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1On August 1, 2022, we prepaid a $50.0 million tranche of the Senior Unsecured Notes using borrowings from our revolving credit facility. The notes bore interest at 4.23% and had an original maturity date of September 1, 2022.


		As of June 30, 2022			As of June 30, 2021				As of June 30, 2023			As of June 30, 2022
Total Debt, net	Total Debt, net	$	733,059		$	448,154		Total Debt, net	$	771,148		$	733,059
Equity	Equity							Equity
Common Stock	Common Stock							Common Stock
Shares Outstanding 1	Shares Outstanding 1	75,546,968			70,467,125			Shares Outstanding 1	83,750,716			75,546,968
Market Price 2	Market Price 2	$	55.73		$	64.52		Market Price 2	$	60.10		$	55.73
Total Equity	Total Equity	4,210,233			4,546,539			Total Equity	5,033,418			4,210,233
Total Market Capitalization	Total Market Capitalization	$	4,943,292		$	4,994,693		Total Market Capitalization	$	5,804,566		$	4,943,292
Total Debt-to-Total Investments in Properties 3	Total Debt-to-Total Investments in Properties 3	22.5%			18.5%			Total Debt-to-Total Investments in Properties 3	20.0%			22.5%

Total Debt-to-Total Market Capitalization 4	Total Debt-to-Total Market Capitalization 4	14.8%			9.0%			Total Debt-to-Total Market Capitalization 4	13.3%			14.8%
Floating Rate Debt as a % of Total Debt 5	Floating Rate Debt as a % of Total Debt 5	15.2%			22.3%			Floating Rate Debt as a % of Total Debt 5	25.8%			15.2%
Unhedged Floating Rate Debt as a % of Total Debt 6		15.2%			22.3%

Adjusted EBITDA 7		$	86,939		$	69,959
Interest Coverage 8		8.6		x	8.6		x
Fixed Charge Coverage 9		7.4		x	8.5		x
Total Debt-to-Adjusted EBITDA 10		4.1		x	3.1		x

Net Income								Net Income	$	63,585		$	116,695
Adjusted EBITDA 6								Adjusted EBITDA 6	$	107,912		$	86,939
Interest Coverage 7								Interest Coverage 7	8.1		x	8.6		x
Fixed Charge Coverage 8								Fixed Charge Coverage 8	6.7		x	7.4		x
Total Debt-to-Adjusted EBITDA 9								Total Debt-to-Adjusted EBITDA 9	3.4		x	4.1		x
Weighted Average Maturity of Total Debt (years)	Weighted Average Maturity of Total Debt (years)	5.4			4.1			Weighted Average Maturity of Total Debt (years)	4.8			5.4

1Includes ~~292,524~~373,897 and ~~215,962~~292,524 shares of unvested restricted stock outstanding as of June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Also includes ~~426,594~~514,539 and ~~275,727~~426,594 shares held in the Deferred Compensation Plan as of June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

2Closing price of a share of our common stock on the New York Stock Exchange on June 30, ~~2022~~2023 and ~~2021,~~2022, 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 market capitalization is calculated as total debt, ~~including premiums and~~ net of deferred financing costs, divided by total market capitalization.

5Floating 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.

6Unhedged 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.

7Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation (“Adjusted EBITDA”) for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, 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.

87Interest 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.

98Fixed 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.

109Total 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.

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The following table sets forth the cash dividends paid or payable per share during the six months ended June 30, ~~2022:~~2023:

For the Three
Months Ended

Security

Dividend per
Share

Declaration Date

Record Date

Date Paid

March 31, ~~2022~~2023

Common stock

~~0.34~~0.40

February ~~8, 2022~~7, 2023

March ~~25, 2022~~31, 2023

April ~~8, 2022~~6, 2023

June 30, ~~2022~~2023

Common ~~stock~~Stock

~~0.34~~0.40

May ~~3, 2022~~2, 2023

June 30, ~~2022~~2023

July 14, ~~2022~~2023

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Sources and Uses of Cash

Our principal sources of cash are cash from operations, borrowings under loans payable, draws on our Amended Facility, common and preferred stock issuances, proceeds from property dispositions and issuances of unsecured notes. Our principal uses of cash are asset acquisitions, debt service, capital expenditures, operating costs, corporate overhead costs and common stock dividends.

Cash From Operating Activities. Net cash provided by operating activities totaled approximately $87.4 million for the six months ended June 30, 2023 compared to approximately $63.2 million for the six months ended June 30, ~~2022 compared to approximately $59.2 million for the six months ended June 30, 2021.~~2022. This increase in cash provided by operating activities is primarily attributable to additional cash flows generated from the properties acquired during ~~2022~~2023 and ~~2021 and~~2022, increased rents on new and renewed leases at our same store ~~properties.~~properties and increased occupancy in the same store pool.

Cash From Investing Activities. Net cash used in investing activities was approximately ~~$219.1~~$406.5 million and ~~$183.4~~$219.1 million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, which consisted primarily of cash paid for property acquisitions of approximately $378.1 million and $277.0 million, ~~and $160.0 million,~~ respectively, ~~and~~ additions to capital improvements of approximately $53.0 million and $48.9 million, respectively, and ~~$23.4~~was partially offset by proceeds from dispositions of approximately $24.6 million and $106.8 million, respectively.

Cash From Financing Activities. Net cash provided by financing activities was approximately $351.1 million for the six months ended June 30, 2023, which consisted primarily of approximately $415.8 million in net proceeds from the issuance of common stock, partially offset by approximately $63.9 million in equity dividend payments. Net cash used in financing activities was approximately $38.6 million for the six months ended June 30, 2022, which consisted primarily of approximately $51.3 million in equity dividend payments, partially offset by a $12.0 million draw on our revolving credit facility and approximately $1.5 million in net proceeds from the issuance of common stock. 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 proceeds from the issuance of common stock, partially offset by approximately $40.0 million in equity dividend payments and approximately $11.3 million in mortgage loan payments.

Critical Accounting Policies And Estimates

A summary of our critical accounting policies is set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 and in the condensed notes to consolidated financial statements in this Quarterly Report on Form 10-Q.

Material Cash Commitments

As of August ~~2, 2022,~~1, 2023, we ~~have~~had three outstanding contracts with third-party sellers to acquire three industrial properties for a total ~~aggregate~~ purchase price of ~~$51.3~~$67.4 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 our material cash commitments due by period as of June 30, ~~2022~~2023 (dollars in thousands):


Material Cash Commitments	Material Cash Commitments	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total		Material Cash Commitments	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
Debt	Debt	$	50,000	$	100,000	$	162,000	$	425,000	$	737,000	Debt	$	—	$	100,000	$	300,000	$	375,000	$	775,000
Debt interest payments	Debt interest payments	19,073		34,155		27,533		32,163		112,924		Debt interest payments	18,015		30,405		24,375		16,835		89,630
Operating lease commitments	Operating lease commitments	634		1,354		1,436		1,167		4,591		Operating lease commitments	667		1,394		1,289		606		3,957

Purchase obligations 1	Purchase obligations 1	51,300		—		—		—		51,300		Purchase obligations 1	67,375		—		—		—		67,375
Total	Total	$	121,007	$	135,509	$	190,969	$	458,330	$	905,815	Total	$	86,057	$	131,799	$	325,664	$	392,441	$	935,962

1As of August ~~2, 2022~~

1, 2023

As of August ~~2, 2022,~~1, 2023, we executed ~~three~~one non-binding ~~letters~~letter of intent with a third-party ~~sellers~~seller to acquire ~~three~~one industrial ~~properties~~property for a total anticipated purchase price of approximately ~~$78.5~~$27.5 million. In the normal course of ~~its~~our 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

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satisfactory completion of various due diligence matters. There can be no assurance that we will enter into a purchase and sale ~~agreements~~agreement with respect to ~~these properties~~this property or otherwise complete any such prospective ~~purchases~~purchase on the terms described or at all.

Non-GAAP Financial Measures

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We use the following non-GAAP financial measures that we believe are useful to investors as key supplemental measures of our operating performance: funds from operations, or FFO, Adjusted EBITDA, net operating income, or NOI, same store NOI and cash-basis same store NOI. FFO, Adjusted EBITDA, NOI, same store NOI and cash-basis same store NOI should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP. Further, our computation of FFO, Adjusted EBITDA, NOI, same store NOI and cash-basis same store NOI may not be comparable to FFO, Adjusted EBITDA, NOI, same store NOI and cash-basis same store NOI reported by other companies.

We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”), which defines FFO as net income (loss) (determined in accordance with GAAP), excluding gains (losses) from sales of property and impairment write-downs of depreciable real estate, plus depreciation and amortization on real estate assets and after adjustments for unconsolidated partnerships and joint ventures (which are calculated to reflect FFO on the same basis). We believe that presenting FFO provides useful information to investors regarding our operating performance because it is a measure of our operations without regard to specified non-cash items, such as real estate depreciation and amortization and gain or loss on sale of assets.

We believe that FFO is a meaningful supplemental measure of our operating performance because historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting alone to be insufficient. As a result, we believe that the use of FFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance.

The following table reflects the calculation of FFO reconciled from net income for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (dollars in thousands except per share data):
For the Three Months Ended June 30, For the Six Months Ended June 30,
2022 2021 $ Change % Change 2022 2021 $ Change % Change
Net income $ 97,033 $ 17,378 $ 79,655 458.4 % $ 116,695 $ 33,635 $ 83,060 246.9 %
Gain on sales of real estate investments (76,048) — (76,048) n/a (76,048) — (76,048) n/a
Depreciation and amortization 15,288 11,968 3,320 27.7 % 30,270 23,344 6,926 29.7 %
Non-real estate depreciation (21) (17) (4) 23.5 % (44) (30) (14) 46.7 %
Allocation to participating securities 1
(144) (90) (54) 60.0 % (285) (176) (109) 61.9 %
Funds from operations attributable to common stockholders 2
$ 36,108 $ 29,239 $ 6,869 23.5 % $ 70,588 $ 56,773 $ 13,815 24.3 %
Basic FFO per common share $ 0.48 $ 0.42 $ 0.06 14.3 % $ 0.94 $ 0.82 $ 0.12 14.6 %
Diluted FFO per common share $ 0.48 $ 0.42 $ 0.06 14.3 % $ 0.94 $ 0.82 $ 0.12 14.6 %
Weighted average basic common shares 75,250,655 69,580,253 75,225,233 69,094,360
Weighted average diluted common shares 75,340,872 69,808,430 75,310,343 69,317,407


	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Net income	$	40,254	$	97,033	$	(56,779)	(58.5)	%	$	63,585	$	116,695	$	(53,110)	(45.5)	%
Gain on sales of real estate investments	(12,257)		(76,048)		63,791		(83.9)	%	(12,257)		(76,048)		63,791		(83.9)	%
Depreciation and amortization	18,232		15,288		2,944		19.3	%	36,391		30,270		6,121		20.2	%
Non-real estate depreciation	(34)		(21)		(13)		61.9	%	(66)		(44)		(22)		50.0	%
Allocation to participating securities 1	(206)		(144)		(62)		43.1	%	(396)		(285)		(111)		38.9	%
FFO attributable to common stockholders	$	45,989	$	36,108	$	9,881	27.4	%	$	87,257	$	70,588	$	16,669	23.6	%
Basic FFO per common share	$	0.55	$	0.48	$	0.07	14.6	%	$	1.07	$	0.94	$	0.13	13.8	%
Diluted FFO per common share	$	0.55	$	0.48	$	0.07	14.6	%	$	1.07	$	0.94	$	0.13	13.8	%
Basic weighted average common shares outstanding	83,116,241		75,250,655						81,514,960		75,225,233
Diluted weighted average common shares outstanding	83,116,241		75,340,872						81,761,199		75,310,343

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 ~~295,247~~374,514 and ~~216,025~~295,247 of weighted average unvested restricted shares outstanding for the three

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months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~299,433~~374,251 and ~~213,897~~299,433 of weighted average unvested restricted shares outstanding for the six months ended June 30, 2023 and 2022, ~~and 2021,~~ respectively.

2~~Includes performance share award expense~~Table of approximately $0.4 million and $1.3 million for the three months ended June 30, 2022 and 2021, respectively, and approximately $1.9 million and $2.6 million for the six months ended June 30, 2022 and 2021, respectively. See “Note 10 – Stockholders’ Equity” in our condensed notes to consolidated financial statements for more information regarding our performance share awards.Contents

FFO increased by approximately ~~$6.9~~$9.9 million and ~~$13.8~~$16.7 million for the three and six months ended June 30, ~~2022,~~2023, respectively, compared to the same periods from the prior year due primarily to property acquisitions during ~~2021~~2022 and ~~2022~~2023 as well as same store NOI growth of approximately ~~$2.6~~$5.0 million and ~~$5.8~~$9.9 million for the three and six months ended June 30, ~~2022,~~2023, respectively, compared to the same periods from the prior year. The FFO increase was partially offset by increased weighted average common shares outstanding, increased ~~acquisition costs and other~~interest expense due to ~~environmental remediation at our Avenue A property~~higher average interest rates on the unsecured term loans and credit facility and increased general and administrative expenses. The increase in general and administrative expenses was primarily due to ~~additional headcount~~increased compensation expenses, including increased restricted stock amortization, LTIP expense and bonus expense, and an increase in the number of employees and salaries for the three and six months ended June 30, ~~2022~~2023 compared to the same periods from the prior year.

We compute Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sales of real estate investments, acquisition costs and stock-based compensation. We believe that presenting Adjusted EBITDA provides useful information to investors regarding our operating performance because it is a measure of our operations on an unleveraged basis before the effects of tax, gain (loss) on sales of real estate investments, non-cash depreciation and amortization expense, acquisition costs and stock-based compensation. By excluding interest expense, Adjusted EBITDA allows investors to measure our operating performance independent of our capital structure and indebtedness and, therefore, allows for more meaningful comparison of our operating performance between quarters and other interim periods as well as annual periods and for the comparison of our operating performance to that of other companies, both in the real estate industry and in other industries. As we are currently in a growth phase, acquisition costs are excluded from Adjusted EBITDA to allow for the comparison of our operating performance to that of stabilized companies.

The following table reflects the calculation of Adjusted EBITDA reconciled from net income for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (dollars in thousands):
For the Three Months Ended June 30, For the Six Months Ended June 30,
2022 2021 $ Change % Change 2022 2021 $ Change % Change
Net income $ 97,033 $ 17,378 $ 79,655 458.4 % $ 116,695 $ 33,635 $ 83,060 246.9 %
Gain on sales of real estate investments (76,048) — (76,048) n/a (76,048) — (76,048) n/a
Depreciation and amortization 15,288 11,968 3,320 27.7 % 30,270 23,344 6,926 29.7 %
Interest expense, including amortization 5,047 4,016 1,031 25.7 % 10,128 8,161 1,967 24.1 %
Stock-based compensation 2,010 2,677 (667) (24.9) % 4,839 4,647 192 4.1 %
Acquisition costs and other 1,027 117 910 777.8 % 1,055 172 883 513.4 %
Adjusted EBITDA $ 44,357 $ 36,156 $ 8,201 22.7 % $ 86,939 $ 69,959 $ 16,980 24.3 %


	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Net income	$	40,254	$	97,033	$	(56,779)	(58.5)	%	$	63,585	$	116,695	$	(53,110)	(45.5)	%
Gain on sales of real estate investments	(12,257)		(76,048)		63,791		(83.9)	%	(12,257)		(76,048)		63,791		(83.9)	%
Depreciation and amortization	18,232		15,288		2,944		19.3	%	36,391		30,270		6,121		20.2	%
Interest expense, including amortization	5,900		5,047		853		16.9	%	13,275		10,128		3,147		31.1	%

Stock-based compensation	3,805		2,010		1,795		89.3	%	6,843		4,839		2,004		41.4	%
Acquisition costs and other	27		1,027		(1,000)		(97.4)	%	75		1,055		(980)		(92.9)	%
Adjusted EBITDA	$	55,961	$	44,357	$	11,604	26.2	%	$	107,912	$	86,939	$	20,973	24.1	%

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 June 30, ~~2022~~2023 and since January 1, ~~2021~~2022 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of June 30, ~~2022.~~2023. As of June 30, ~~2022,~~2023, the same store pool consisted of ~~200~~226 buildings aggregating approximately ~~12.4~~13.2 million square feet representing approximately ~~81.8%~~83.7% of our total square feet owned and 2437 improved land parcels containing approximately ~~91.5 acres.~~127.1 acres representing approximately 76.6% of our total acreage owned. 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 six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (dollars in thousands):


		For the Three Months Ended June 30,								For the Six Months Ended June 30,								For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2022		2021		$ Change		% Change		2022		2021		$ Change		% Change				2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Net income 1	Net income 1	$	97,033	$	17,378	$	79,655	458.4	%	$	116,695	$	33,635	$	83,060	246.9	%		Net income 1	$	40,254	$	97,033	$	(56,779)	(58.5)	%	$	63,585	$	116,695	$	(53,110)	(45.5)	%
Depreciation and amortization	Depreciation and amortization	15,288		11,968		3,320		27.7	%	30,270		23,344		6,926		29.7	%		Depreciation and amortization	18,232		15,288		2,944		19.3	%	36,391		30,270		6,121		20.2	%
General and administrative	General and administrative	7,333		6,866		467		6.8	%	14,860		12,448		2,412		19.4	%		General and administrative	9,766		7,333		2,433		33.2	%	19,086		14,860		4,226		28.4	%
Acquisition costs and other	Acquisition costs and other	1,027		117		910		777.8	%	1,055		172		883		513.4	%		Acquisition costs and other	27		1,027		(1,000)		(97.4)	%	75		1,055		(980)		(92.9)	%
Total other income and expenses	Total other income and expenses	(71,116)		3,795		(74,911)		n/a		(66,156)		7,704		(73,860)		n/a			Total other income and expenses	(7,330)		(71,116)		63,786		(89.7)	%	(1,918)		(66,156)		64,238		(97.1)	%
Net operating income	Net operating income	49,565		40,124		9,441		23.5	%	96,724		77,303		19,421		25.1	%		Net operating income	60,949		49,565		11,384		23.0	%	117,219		96,724		20,495		21.2	%
Less non-same store NOI 2	Less non-same store NOI 2	(9,905)		(3,084)		(6,821)		221.2	%	(18,417)		(4,802)		(13,615)		283.5	%		Less non-same store NOI 2	(10,576)		(4,207)		(6,369)		151.4	%	(17,869)		(7,322)		(10,547)		144.0	%
Same store NOI	Same store NOI	$	39,660	$	37,040	$	2,620	7.1	%	$	78,307	$	72,501	$	5,806	8.0	%		Same store NOI	$	50,373	$	45,358	$	5,015	11.1	%	$	99,350	$	89,402	$	9,948	11.1	%
Less straight-line rents and amortization of lease intangibles 3	Less straight-line rents and amortization of lease intangibles 3	(1,735)		(2,964)		1,229		(41.5)	%	(3,865)		(5,695)		1,830		(32.1)	%		Less straight-line rents and amortization of lease intangibles 3	(2,722)		(3,732)		1,010		(27.1)	%	(5,558)		(7,822)		2,264		(28.9)	%
Cash-basis same store NOI	Cash-basis same store NOI	$	37,925	$	34,076	$	3,849	11.3	%	$	74,442	$	66,806	$	7,636	11.4	%		Cash-basis same store NOI	$	47,651	$	41,626	$	6,025	14.5	%	$	93,792	$	81,580	$	12,212	15.0	%
Less termination fee income	Less termination fee income	(100)		(29)		(71)		244.8	%	(248)		(147)		(101)		68.7	%		Less termination fee income	—		(100)		100		n/a		(20)		(248)		228		(91.9)	%
Cash-basis same store NOI excluding termination fees	Cash-basis same store NOI excluding termination fees	$	37,825	$	34,047	$	3,778	11.1	%	$	74,194	$	66,659	$	7,535	11.3	%		Cash-basis same store NOI excluding termination fees	$	47,651	$	41,526	$	6,125	14.7	%	$	93,772	$	81,332	$	12,440	15.3	%

1Includes approximately ~~$0.1~~$0.2 million and $0.1 million of lease termination income for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and approximately ~~$0.2 million and~~ $0.2 million of lease termination income for both the six months ended June 30, ~~2022~~2023 and ~~2021, respectively.~~2022.

2Includes ~~2021~~2022 and ~~2022~~2023 acquisitions and dispositions, 18nine improved land parcels, ~~consisting of approximately 56.2 acres and four~~seven properties under development or redevelopment and ~~one completed redevelopment property with an aggregate book value~~approximately 62.7 acres of ~~approximately $37.7 million as of June 30, 2022.~~land entitled for future development.

3Includes straight-line rents and amortization of lease intangibles for the same store pool only.

Cash-basis same store NOI increased by approximately ~~$3.8~~$6.0 million for the three months ended June 30, ~~2022~~2023 compared to the same period from the prior year primarily due to increased rental revenue on new and renewed leases, ~~and~~ contractual rent increases ~~included~~on pre-existing leases and increased occupancy in ~~pre-existing leases.~~the same store pool. Additionally, at our Kent 188 and Kent 190 properties, the cash-basis NOI increased by approximately $0.6 million for the three months ended June 30, 2023 due to vacancy during the three months ended June 30, 2022. For the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, total contractual rent abatements of approximately ~~$0.5~~$1.5 million and ~~$0.7~~$0.6 million, respectively, were given to certain tenants in the ~~same-store~~same store pool and approximately ~~$0.1 million~~$0 and $0$0.1 million, respectively, in lease termination income was received from certain tenants in the same store pool. In addition, approximately ~~$0.1~~$0.7 million of the increase in cash-basis same store NOI for the three months ended June 30, ~~2022~~2023 related to properties that were acquired vacant or with near term expirations in ~~2020.~~2021.

Cash-basis same store NOI increased by approximately ~~$7.6~~$12.2 million for the six months ended June 30, ~~2022~~2023 compared to the same period from the prior year primarily due to increased rental revenue on new and renewed leases and increased ~~occupancy.~~occupancy in the same store pool. For the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, total contractual rent abatements of approximately ~~$1.4~~$2.3 million and $1.6 million, respectively, were given to certain tenants in the same-store pool and approximately ~~$0.2 million~~$20,000 and ~~$0.1~~$0.2 million, respectively, in lease termination income was received from certain tenants in the same store pool. In addition, approximately ~~$0.2~~$1.6 million of the increase in cash-basis same store NOI for the six months ended June 30, ~~2022~~2023 related to properties that were acquired vacant or with near term expirations in 2020.

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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 June 30, ~~2022,~~2023, we had ~~$100.0~~$200.0 million of borrowings outstanding under our Amended Facility, none of which were subject to interest rate caps. ~~See “Note 8 - Derivative Financial Instruments” in our condensed notes to consolidated financial statements for more information regarding our prior interest rate cap.~~ Amounts borrowed under our Amended Facility bear interest at a variable rate based on SOFR plus an applicable SOFR margin. The weighted average interest rate on borrowings outstanding under our Amended Facility was ~~2.8%~~6.4% as of June 30, ~~2022.~~2023. If the SOFR 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~~$0.5 million annually on the total of the outstanding balances on our Amended Facility as of June 30, ~~2022.~~

~~We expect that all LIBOR settings relevant to us will cease to be published or will no longer be representative after June 30,~~ 2023. As a result, any of our LIBOR-based borrowings that extend beyond such date will need to be converted to a replacement rate. If a contract is not transitioned to an alternative variable rate and LIBOR is discontinued, the impact is likely to vary by contract. As of June 30, 2022, each of the agreements governing our variable rate debt either have been transitioned to SOFR or provide for the replacement of LIBOR if it becomes unavailable during the term of such agreement.

The discontinuation of LIBOR will not affect our ability to borrow or maintain already outstanding borrowings or swaps, but as our contracts indexed to LIBOR are converted to SOFR, the differences between LIBOR and SOFR, plus the recommended spread adjustment, could result in interest costs that are higher than if LIBOR remained available. Additionally, although SOFR is the ARRC’s recommended replacement rate, it is also possible that lenders may instead choose alternative replacement rates that may differ from LIBOR in ways similar to SOFR or in ways that would result in higher interest costs for us. It is not yet possible to predict the magnitude of LIBOR’s end on our borrowing costs given the remaining uncertainty about which rates will replace LIBOR.

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 June 30, ~~2022~~2023 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.

Except to the extent updated below 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, ~~2021.~~2022.

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

(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plan or Program

April 1, 2023 - April 30, 2023

—

n/a

May 1, 2023 - May 31, 2023

1,167

62.74

n/a

June 1, 2023 - June 30, 2023

—

n/a

Total

1,167

62.74

n/a

~~(c)~~1 ~~Not Applicable.~~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.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

~~None.~~During the three months ended June 30, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

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Item 6. Exhibits


Exhibit Number						Exhibit Description






































































~~10.1~~						First Amendment, dated as of June 29, 2022, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC, as “Borrower”, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, MUFG Union Bank, N.A., as co-syndication agent and joint lead arranger, PNC Bank, National Association, as co-syndication agent, PNC Capital Markets LLC, as joint lead arranger, Regions Bank, as co-syndication agent, Regions Capital Markets, as joint lead arranger and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on July 5, 2022 and incorporated herein by reference).

31.1*						Rule 13a-14(a)/15d-14(a) Certification dated August ~~3, 2022.~~2, 2023.

31.2*						Rule 13a-14(a)/15d-14(a) Certification dated August ~~3, 2022.~~2, 2023.

31.3*						Rule 13a-14(a)/15d-14(a) Certification dated August ~~3, 2022.~~2, 2023.

32.1**						18 U.S.C. § 1350 Certification dated August ~~3, 2022.~~2, 2023.

32.2**						18 U.S.C. § 1350 Certification dated August ~~3, 2022.~~2, 2023.

32.3**						18 U.S.C. § 1350 Certification dated August ~~3, 2022.~~2, 2023.

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

August ~~3, 2022~~2, 2023	By:	/s/ W. Blake Baird
		W. Blake Baird
		Chairman and Chief Executive Officer

August ~~3, 2022~~2, 2023	By:	/s/ Michael A. Coke
		Michael A. Coke
		President

August ~~3, 2022~~2, 2023	By:	/s/ Jaime J. Cannon
		Jaime J. Cannon
		Chief Financial Officer (Principal Financial Officer)

August ~~3, 2022~~2, 2023	By:	/s/ Melinda Weston
		Melinda Weston
		Chief Accounting Officer (Principal Accounting Officer)


2022 (6 months)	$	197,769
2023	192,204
2024	172,502
2025	145,417
2026	116,084
Thereafter	240,375
Total	$	1,064,351


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 Feet	Estimated Completion Quarter	% Pre-leased June 30, 2022
73rd Street	$	20,616	$	18,313	$	2,303	6.5	%	128,844	Q3 2022	66.1	%
Countyline #30	37,867		37,102		765		3.8	%	205,107	Q3 2022	100.0	%
Berryessa 3	24,563		24,182		381		5.1	%	N/A	Q1 2023	—	%
Paterson Plank III 4	25,303		19,545		5,758		4.4	%	N/A	Q2 2023	—	%
Total/Weighted Average	$	108,349	$	99,142	$	9,207	4.7	%	333,951		86.9	%