STAG Industrial, Inc. 10-Q

Item 1. Financial Statements STAG Industrial, Inc. Consolidated Balance Sheets (unaudited, in thousands, except share data) June 30, 2022 December 31, 2021 Assets Rental Property: Land $ 636,274 $ 617,297 Buildings and improvements, net of accumulated depreciation of $ 682,095 and $ 611,867 , respectively 4,610,814 4,435,743 Deferred leasing intangibles, net of accumulated amortization of $ 311,916 and $ 282,038 , respectively 551,061 567,658 Total rental property, net 5,798,149 5,620,698 Cash and cash equivalents 12,614 18,981 Restricted cash 3,233 4,215 Tenant accounts receivable 100,500 93,600 Prepaid expenses and other assets 66,903 60,953 Interest rate swaps 37,899 5,220 Operating lease right-of-use assets 32,237 29,582 Assets held for sale, net 57,773 — Total assets $ 6,109,308 $ 5,833,249 Liabilities and Equity Liabilities: Unsecured credit facility $ 116,000 $ 296,000 Unsecured term loans, net 971,272 970,577 Unsecured notes, net 1,295,064 896,941 Mortgage notes, net 53,635 54,744 Accounts payable, accrued expenses and other liabilities 84,379 76,475 Interest rate swaps — 17,052 Tenant prepaid rent and security deposits 37,549 37,138 Dividends and distributions payable 22,282 21,906 Deferred leasing intangibles, net of accumulated amortization of $ 24,066 and $ 21,136 , respectively 36,084 35,721 Operating lease liabilities 35,894 33,108 Liabilities held for sale, net 654 — Total liabilities 2,652,813 2,439,662 Commitments and contingencies (Note 11) Equity: Preferred stock, par value $ 0.01 per share, 20,000,000 shares authorized at June 30, 2022 and December 31, 2021; none issued or outstanding — — Common stock, par value $ 0.01 per share, 300,000,000 shares authorized at June 30, 2022 and December 31, 2021, 179,211,738 and 177,769,342 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively 1,792 1,777 Additional paid-in capital 4,182,165 4,130,038 Cumulative dividends in excess of earnings ( 838,437 ) ( 792,332 ) Accumulated other comprehensive income (loss) 36,895 ( 11,783 ) Total stockholders’ equity 3,382,415 3,327,700 Noncontrolling interest 74,080 65,887 Total equity 3,456,495 3,393,587 Total liabilities and equity $ 6,109,308 $ 5,833,249 The accompanying notes are an integral part of these consolidated financial statements. 3 Table of Contents STAG Industrial, Inc. Consolidated Statements of Operations (unaudited, in thousands, except per share data) Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Revenue Rental income $ 161,057 $ 137,805 $ 319,658 $ 271,630 Other income 443 622 1,051 792 Total revenue 161,500 138,427 320,709 272,422 Expenses Property 28,874 25,356 60,649 52,358 General and administrative 12,234 12,578 24,547 25,368 Depreciation and amortization 69,279 57,332 136,645 115,739 Other expenses 532 511 1,029 1,363 Total expenses 110,919 95,777 222,870 194,828 Other income (expense) Interest and other income 23 30 57 62 Interest expense ( 17,896 ) ( 15,273 ) ( 35,155 ) ( 30,631 ) Debt extinguishment and modification expenses — — — ( 679 ) Gain on the sales of rental property, net 376 5,976 24,331 12,385 Total other income (expense) ( 17,497 ) ( 9,267 ) ( 10,767 ) ( 18,863 ) Net income $ 33,084 $ 33,383 $ 87,072 $ 58,731 Less: income attributable to noncontrolling interest after preferred stock dividends 708 733 1,870 1,206 Net income attributable to STAG Industrial, Inc. $ 32,376 $ 32,650 $ 85,202 $ 57,525 Less: preferred stock dividends — — — 1,289 Less: redemption of preferred stock — — — 2,582 Less: amount allocated to participating securities 59 74 121 147 Net income attributable to common stockholders $ 32,317 $ 32,576 $ 85,081 $ 53,507 Weighted average common shares outstanding — basic 179,049 159,736 178,442 159,086 Weighted average common shares outstanding — diluted 179,144 161,367 178,586 160,249 Net income per share — basic and diluted Net income per share attributable to common stockholders — basic $ 0.18 $ 0.20 $ 0.48 $ 0.34 Net income per share attributable to common stockholders — diluted $ 0.18 $ 0.20 $ 0.48 $ 0.33 The accompanying notes are an integral part of these consolidated financial statements. 4 Table of Contents STAG Industrial, Inc. Consolidated Statements of Comprehensive Income (unaudited, in thousands) Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Net income $ 33,084 $ 33,383 $ 87,072 $ 58,731 Other comprehensive income: Income on interest rate swaps 12,509 1,432 49,746 13,582 Other comprehensive income 12,509 1,432 49,746 13,582 Comprehensive income 45,593 34,815 136,818 72,313 Income attributable to noncontrolling interest after preferred stock dividends ( 708 ) ( 733 ) ( 1,870 ) ( 1,206 ) Other comprehensive income attributable to noncontrolling interest ( 266 ) ( 31 ) ( 1,068 ) ( 299 ) Comprehensive income attributable to STAG Industrial, Inc. $ 44,619 $ 34,051 $ 133,880 $ 70,808 The accompanying notes are an integral part of these consolidated financial statements. 5 Table of Contents STAG Industrial, Inc. Consolidated Statements of Equity (unaudited, in thousands, except share data) Preferred Stock Common Stock Additional Paid-in Capital Cumulative Dividends in Excess of Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interest - Unit Holders in Operating Partnership Total Equity Shares Amount Three months ended June 30, 2022 Balance, March 31, 2022 $ — 179,211,305 $ 1,792 $ 4,179,361 $ ( 805,400 ) $ 24,652 $ 3,400,405 $ 74,474 $ 3,474,879 Proceeds from sales of common stock, net — — — ( 93 ) — — ( 93 ) — ( 93 ) Dividends and distributions, net — — — — ( 65,413 ) — ( 65,413 ) ( 1,910 ) ( 67,323 ) Non-cash compensation activity, net — 433 — 2,071 — — 2,071 1,368 3,439 Rebalancing of noncontrolling interest — — — 826 — — 826 ( 826 ) — Other comprehensive income — — — — — 12,243 12,243 266 12,509 Net income — — — — 32,376 — 32,376 708 33,084 Balance, June 30, 2022 $ — 179,211,738 $ 1,792 $ 4,182,165 $ ( 838,437 ) $ 36,895 $ 3,382,415 $ 74,080 $ 3,456,495 Three months ended June 30, 2021 Balance, March 31, 2021 $ — 159,082,448 $ 1,591 $ 3,443,787 $ ( 778,727 ) $ ( 28,143 ) $ 2,638,508 $ 59,608 $ 2,698,116 Proceeds from sales of common stock, net — 1,208,014 12 41,781 — — 41,793 — 41,793 Dividends and distributions, net — — — — ( 58,036 ) — ( 58,036 ) ( 4,325 ) ( 62,361 ) Non-cash compensation activity, net — 2,901 — 2,192 — — 2,192 2,347 4,539 Redemption of common units to common stock — 22,175 — 368 — — 368 ( 368 ) — Rebalancing of noncontrolling interest — — — ( 1,186 ) — — ( 1,186 ) 1,186 — Other comprehensive income — — — — — 1,401 1,401 31 1,432 Net income — — — — 32,650 — 32,650 733 33,383 Balance, June 30, 2021 $ — 160,315,538 $ 1,603 $ 3,486,942 $ ( 804,113 ) $ ( 26,742 ) $ 2,657,690 $ 59,212 $ 2,716,902 Six months ended June 30, 2022 Balance, December 31, 2021 $ — 177,769,342 $ 1,777 $ 4,130,038 $ ( 792,332 ) $ ( 11,783 ) $ 3,327,700 $ 65,887 $ 3,393,587 Proceeds from sales of common stock, net — 1,328,335 13 54,870 — — 54,883 — 54,883 Dividends and distributions, net — — — — ( 130,527 ) — ( 130,527 ) ( 3,384 ) ( 133,911 ) Non-cash compensation activity, net — 49,061 1 ( 1,208 ) ( 780 ) — ( 1,987 ) 7,105 5,118 Redemption of common units to common stock — 65,000 1 1,216 — — 1,217 ( 1,217 ) — Rebalancing of noncontrolling interest — — — ( 2,751 ) — — ( 2,751 ) 2,751 — Other comprehensive income — — — — — 48,678 48,678 1,068 49,746 Net income — — — — 85,202 — 85,202 1,870 87,072 Balance, June 30, 2022 $ — 179,211,738 $ 1,792 $ 4,182,165 $ ( 838,437 ) $ 36,895 $ 3,382,415 $ 74,080 $ 3,456,495 Six months ended June 30, 2021 Balance, December 31, 2020 $ 75,000 158,209,823 $ 1,582 $ 3,421,721 $ ( 742,071 ) $ ( 40,025 ) $ 2,716,207 $ 54,845 $ 2,771,052 Proceeds from sales of common stock, net — 1,888,290 19 63,340 — — 63,359 — 63,359 Redemption of preferred stock ( 75,000 ) — — 2,573 ( 2,582 ) — ( 75,009 ) — ( 75,009 ) Dividends and distributions, net — — — — ( 116,864 ) — ( 116,864 ) ( 5,761 ) ( 122,625 ) Non-cash compensation activity, net — 98,091 1 ( 1,022 ) ( 121 ) — ( 1,142 ) 8,954 7,812 Redemption of common units to common stock — 119,334 1 1,990 — — 1,991 ( 1,991 ) — Rebalancing of noncontrolling interest — — — ( 1,660 ) — — ( 1,660 ) 1,660 — Other comprehensive income — — — — — 13,283 13,283 299 13,582 Net income — — — — 57,525 — 57,525 1,206 58,731 Balance, June 30, 2021 $ — 160,315,538 $ 1,603 $ 3,486,942 $ ( 804,113 ) $ ( 26,742 ) $ 2,657,690 $ 59,212 $ 2,716,902 The accompanying notes are an integral part of these consolidated financial statements. 6 Table of Contents STAG Industrial, Inc . Consolidated Statements of Cash Flows (unaudited, in thousands) Six months ended June 30, 2022 2021 Cash flows from operating activities: Net income $ 87,072 $ 58,731 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 136,645 115,739 Non-cash portion of interest expense 1,744 1,276 Amortization of above and below market leases, net ( 113 ) 1,799 Straight-line rent adjustments, net ( 8,089 ) ( 8,887 ) Gain on the sales of rental property, net ( 24,331 ) ( 12,385 ) Non-cash compensation expense 6,686 9,154 Change in assets and liabilities: Tenant accounts receivable 1,307 3,212 Prepaid expenses and other assets ( 10,915 ) ( 10,018 ) Accounts payable, accrued expenses and other liabilities 771 864 Tenant prepaid rent and security deposits 411 2,888 Total adjustments 104,116 103,642 Net cash provided by operating activities 191,188 162,373 Cash flows from investing activities: Acquisitions of land and buildings and improvements ( 294,387 ) ( 194,164 ) Additions of land and building and improvements ( 36,639 ) ( 18,913 ) Acquisitions of other assets ( 2,134 ) — Acquisitions of operating lease right-of-use assets ( 3,541 ) — Proceeds from sales of rental property, net 38,409 39,619 Acquisition deposits, net 593 ( 877 ) Acquisitions of deferred leasing intangibles ( 40,751 ) ( 27,682 ) Acquisitions of operating lease liabilities 3,541 — Net cash used in investing activities ( 334,909 ) ( 202,017 ) Cash flows from financing activities: Proceeds from unsecured credit facility 871,000 765,000 Repayment of unsecured credit facility ( 1,051,000 ) ( 588,000 ) Proceeds from unsecured term loans — 300,000 Repayment of unsecured term loans — ( 300,000 ) Proceeds from unsecured notes 400,000 — Repayment of mortgage notes ( 1,173 ) ( 1,093 ) Payment of loan fees and costs ( 2,119 ) ( 2,847 ) Proceeds from sales of common stock, net 54,797 63,314 Redemption of preferred stock — ( 75,000 ) Dividends and distributions ( 133,537 ) ( 122,212 ) Repurchase and retirement of share-based compensation ( 1,596 ) ( 1,342 ) Net cash provided by financing activities 136,372 37,820 Decrease in cash and cash equivalents and restricted cash ( 7,349 ) ( 1,824 ) Cash and cash equivalents and restricted cash—beginning of period 23,196 20,339 Cash and cash equivalents and restricted cash—end of period $ 15,847 $ 18,515 Supplemental disclosure: Cash paid for interest, net of capitalized interest $ 33,105 $ 29,574 Supplemental schedule of non-cash investing and financing activities Additions to building and other capital improvements $ ( 1,713 ) $ — Transfer of other assets to building and other capital improvements $ 1,713 $ — Acquisitions of land and buildings and improvements $ — $ ( 4,239 ) Acquisitions of deferred leasing intangibles $ — $ ( 703 ) Change in additions of land, building, and improvements included in accounts payable, accrued expenses, and other liabilities $ ( 7,064 ) $ 3,469 Additions to building and other capital improvements from non-cash compensation $ ( 40 ) $ — Assumption of mortgage notes $ — $ 5,103 Fair market value adjustment to mortgage notes acquired $ — $ ( 161 ) Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses, and other liabilities $ 27 $ 1,016 Dividends and distributions accrued $ 22,282 $ 19,803 The accompanying notes are an integral part of these consolidated financial statements. 7 Table of Contents STAG Industrial, Inc. Notes to Consolidated Financial Statements (unaudited) 1. Organization and Description of Business STAG Industrial, Inc. (the “Company”) is an industrial real estate operating company focused on the acquisition and operation of single-tenant, industrial properties throughout the United States. The Company was formed as a Maryland corporation and has elected to be treated and intends to continue to qualify as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. The Company is structured as an umbrella partnership REIT, commonly called an UPREIT, and owns substantially all of its assets and conducts substantially all of its business through its operating partnership, STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”). As of June 30, 2022 and December 31, 2021, the Company owned a 97.9 % and 98.1 %, respectively, common equity interest in the Operating Partnership. The Company, through its wholly owned subsidiary, is the sole general partner of the Operating Partnership. As used herein, the “Company” refers to STAG Industrial, Inc. and its consolidated subsidiaries, including the Operating Partnership, except where context otherwise requires. As of June 30, 2022, the Company owned 559 industrial buildings in 40 states with approximately 111.5 million rentable square feet. COVID-19 Pandemic The Company and the real estate industry generally continue to face risks and uncertainties related to the ongoing public health crisis of the novel coronavirus disease (“COVID-19”) pandemic. The Company closely monitors the effect of the COVID-19 pandemic on all aspects of its business, including how the pandemic will affect its tenants and business partners. The Company did not incur significant disruptions from the COVID-19 pandemic or enter into any rent deferral agreements during the three and six months ended June 30, 2022 and 2021. The Company will continue to evaluate tenant rent relief requests on an individual basis, considering a number of factors. Not all tenant requests will ultimately result in modified agreements, nor is the Company foregoing its contractual rights under its lease agreements. The Company remains unable to predict the ultimate impact that the pandemic will have on its financial condition, results of operations and cash flows due to numerous uncertainties. The extent to which the COVID-19 pandemic affects the Company’s operations and those of its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. 2. Summary of Significant Accounting Policies Interim Financial Information The accompanying interim financial statements have been presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim financial statements include all adjustments, consisting of normal recurring items, necessary for their fair statement in conformity with GAAP. Interim results are not necessarily indicative of results for a full year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Basis of Presentation The Company’s consolidated financial statements include the accounts of the Company, the Operating Partnership, and their consolidated subsidiaries. Interests in the Operating Partnership not owned by the Company are referred to as “Noncontrolling Common Units.” These Noncontrolling Common Units are held by other limited partners in the form of common units (“Other Common Units”) and long term incentive plan units (“LTIP units”) issued pursuant to the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the “2011 Plan”). All significant intercompany balances and transactions have been 8 Table of Contents eliminated in the consolidation of entities. The financial statements of the Company are presented on a consolidated basis for all periods presented. Restricted Cash The following table presents a reconciliation of cash and cash equivalents and restricted cash reported on the accompanying Consolidated Balance Sheets to amounts reported on the accompanying Consolidated Statements of Cash Flows. Reconciliation of cash and cash equivalents and restricted cash (in thousands) June 30, 2022 December 31, 2021 Cash and cash equivalents $ 12,614 $ 18,981 Restricted cash 3,233 4,215 Total cash and cash equivalents and restricted cash $ 15,847 $ 23,196 Taxes Federal Income Taxes The Company’s taxable REIT subsidiary recognized net income (loss) of approximately $ 0 , $ 0.1 million, $( 4,000 ), and $( 4,000 ) for the three and six months ended June 30, 2022 and 2021, respectively. State and Local Income, Excise, and Franchise Tax State and local income, excise, and franchise taxes in the amount of approximately $ 0.4 million, $ 0.9 million, $ 0.4 million, and $ 0.8 million have been recorded in other expenses on the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021, respectively. Uncertain Tax Positions As of June 30, 2022 and December 31, 2021, there were no liabilities for uncertain tax positions. Concentrations of Credit Risk Management believes the current credit risk of the Company’s portfolio is reasonably well diversified and does not contain any unusual concentration of credit risk. 3. Rental Property The following table summarizes the components of rental property as of June 30, 2022 and December 31, 2021. Rental Property (in thousands) June 30, 2022 December 31, 2021 Land $ 636,274 $ 617,297 Buildings, net of accumulated depreciation of $ 455,845 and $ 406,670 , respectively 4,180,194 4,035,210 Tenant improvements, net of accumulated depreciation of $ 29,256 and $ 26,065 , respectively 43,072 43,999 Building and land improvements, net of accumulated depreciation of $ 196,994 and $ 179,132 , respectively 328,971 320,041 Construction in progress 58,577 36,493 Deferred leasing intangibles, net of accumulated amortization of $ 311,916 and $ 282,038 , respectively 551,061 567,658 Total rental property, net $ 5,798,149 $ 5,620,698 9 Table of Contents Acquisitions The following table summarizes the acquisitions of the Company during the three and six months ended June 30, 2022. The Company accounted for all of its acquisitions as asset acquisitions. Market (1) Date Acquired Square Feet Number of Buildings Purchase Price (in thousands) Kansas City, MO January 6, 2022 702,000 1 $ 60,428 Chicago, IL January 31, 2022 72,499 1 8,128 Columbus, OH February 8, 2022 138,213 1 11,492 Cleveland, OH February 8, 2022 136,800 1 13,001 Nashville, TN March 10, 2022 109,807 1 12,810 Greenville/Spartanburg, SC March 10, 2022 289,103 1 28,274 Memphis, TN March 18, 2022 195,622 1 15,828 Greenville/Spartanburg, SC March 18, 2022 155,717 1 16,390 Three months ended March 31, 2022 1,799,761 8 $ 166,351 Atlanta, GA April 1, 2022 210,858 1 21,119 Minneapolis/St. Paul, MN April 4, 2022 160,000 1 13,472 West Michigan, MI April 14, 2022 211,125 2 12,274 Pittsburgh, PA April 19, 2022 400,000 1 50,178 Greenville/Spartanburg, SC (2) April 22, 2022 — — 5,559 Birmingham, AL May 5, 2022 67,168 1 7,871 South Bay/San Jose, CA June 7, 2022 175,325 1 29,630 Washington, DC June 29, 2022 140,555 1 20,257 Hampton Roads, VA June 29, 2022 102,512 1 10,561 Three months ended June 30, 2022 1,467,543 9 $ 170,921 Six months ended June 30, 2022 3,267,304 17 $ 337,272 (1) As defined by CoStar Realty Information Inc (“CoStar”). If the building is located outside of a CoStar defined market, the city and state is reflected. (2) The Company acquired vacant land parcels. The following table summarizes the allocation of the total purchase price paid (on the closing dates) for the assets and liabilities acquired by the Company during the six months ended June 30, 2022 in connection with the acquisitions identified in the table above. Six months ended June 30, 2022 Acquired Assets and Liabilities Purchase Price (in thousands) Weighted Average Amortization Period (years) of Intangibles at Acquisition Land $ 26,720 N/A Buildings 252,487 N/A Tenant improvements 1,779 N/A Building and land improvements 13,401 N/A Other assets 2,134 N/A Operating lease right-of-use assets 3,541 N/A Deferred leasing intangibles - In-place leases 28,559 8.2 Deferred leasing intangibles - Tenant relationships 15,125 11.3 Deferred leasing intangibles - Above market leases 2,438 11.7 Deferred leasing intangibles - Below market leases ( 5,371 ) 8.0 Operating lease liabilities ( 3,541 ) N/A Total purchase price $ 337,272 The following table summarizes the results of operations for the three and six months ended June 30, 2022 for the buildings acquired during the six months ended June 30, 2022, which are included in the Company’s Consolidated Statements of Operations from the date of acquisition. Results of Operations (in thousands) Three months ended June 30, 2022 Six months ended June 30, 2022 Total revenue $ 4,054 $ 5,305 Net income $ 265 $ 151 10 Table of Contents Dispositions During the six months ended June 30, 2022, the Company sold two buildings and one land parcel to third parties comprised of approximately 0.3 million rentable square feet with a net book value of approximately $ 14.1 million. These buildings contributed approximately $ 0 , $ 0.2 million, $ 0.4 million and $ 0.8 million to revenue for the three and six months ended June 30, 2022 and 2021, respectively. These buildings contributed approximately ($ 27,000 ), $ 0.1 million, $ 0.3 million, and $ 0.5 million to net income (loss) (exclusive of gain on the sales of rental property, net) for the three and six months ended June 30, 2022 and 2021, respectively. Net proceeds from the sales of rental property were approximately $ 38.4 million and the Company recognized the full gain on the sales of rental property, net, of approximately $ 24.3 million for the six months ended June 30, 2022. Assets Held for Sale As of June 30, 2022, the related land, building and improvements, net, deferred leasing intangibles assets, net and deferred leasing intangibles liabilities, net, of approximately $ 5.5 million, $ 42.6 million, $ 9.7 million, and $ 0.7 million, respectively, for three buildings were classified as assets and liabilities held for sale, net on the accompanying Consolidated Balance Sheets. These buildings contributed approximately $ 1.2 million, $ 2.5 million, $ 1.7 million and $ 3.5 million to revenue for the three and six months ended June 30, 2022 and 2021, respectively. These buildings contributed approximately $ 0.4 million, $ 0.7 million, $ 0.9 million and $ 1.8 million to net income for the three and six months ended June 30, 2022 and 2021, respectively. Deferred Leasing Intangibles The following table summarizes the deferred leasing intangibles on the accompanying Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Deferred Leasing Intangibles (in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Above market leases $ 88,114 $ ( 32,834 ) $ 55,280 $ 91,565 $ ( 32,110 ) $ 59,455 Other intangible lease assets 774,863 ( 279,082 ) 495,781 758,131 ( 249,928 ) 508,203 Total deferred leasing intangible assets $ 862,977 $ ( 311,916 ) $ 551,061 $ 849,696 $ ( 282,038 ) $ 567,658 Below market leases $ 60,150 $ ( 24,066 ) $ 36,084 $ 56,857 $ ( 21,136 ) $ 35,721 Total deferred leasing intangible liabilities $ 60,150 $ ( 24,066 ) $ 36,084 $ 56,857 $ ( 21,136 ) $ 35,721 The following table summarizes the amortization expense and the net increase (decrease) to rental income for the amortization of deferred leasing intangibles during the three and six months ended June 30, 2022 and 2021. Three months ended June 30, Six months ended June 30, Deferred Leasing Intangibles Amortization (in thousands) 2022 2021 2022 2021 Net increase (decrease) to rental income related to above and below market lease amortization $ 22 $ ( 330 ) $ 101 $ ( 1,810 ) Amortization expense related to other intangible lease assets $ 24,705 $ 21,422 $ 48,782 $ 43,869 The following table summarizes the amortization of deferred leasing intangibles over the next five calendar years (including the remainder of 2022) as of June 30, 2022. Year Amortization Expense Related to Other Intangible Lease Assets (in thousands) Net Increase (Decrease) to Rental Income Related to Above and Below Market Lease Amortization (in thousands) Remainder of 2022 $ 46,432 $ 74 2023 $ 83,154 $ ( 58 ) 2024 $ 72,189 $ ( 695 ) 2025 $ 63,028 $ ( 529 ) 2026 $ 54,085 $ ( 1,213 ) 11 Table of Contents 4. Debt The following table summarizes the Company’s outstanding indebtedness, including borrowings under the Company’s unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes as of June 30, 2022 and December 31, 2021. Loan Principal Outstanding as of June 30, 2022 (in thousands) Principal Outstanding as of December 31, 2021 (in thousands) Interest Rate (1)(2) Maturity Date Prepayment Terms (3) Unsecured credit facility: Unsecured Credit Facility (4)(5) $ 116,000 $ 296,000 L + 0.775 % October 23, 2026 i Total unsecured credit facility 116,000 296,000 Unsecured term loans: Unsecured Term Loan D (6) 150,000 150,000 2.85 % January 4, 2023 i Unsecured Term Loan E (6) 175,000 175,000 3.77 % January 15, 2024 i Unsecured Term Loan F 200,000 200,000 2.96 % January 12, 2025 i Unsecured Term Loan G 300,000 300,000 1.13 % February 5, 2026 i Unsecured Term Loan A 150,000 150,000 2.15 % March 15, 2027 i Total unsecured term loans 975,000 975,000 Total unamortized deferred financing fees and debt issuance costs ( 3,728 ) ( 4,423 ) Total carrying value unsecured term loans, net 971,272 970,577 Unsecured notes: Series F Unsecured Notes 100,000 100,000 3.98 % January 5, 2023 ii Series A Unsecured Notes 50,000 50,000 4.98 % October 1, 2024 ii Series D Unsecured Notes 100,000 100,000 4.32 % February 20, 2025 ii Series G Unsecured Notes 75,000 75,000 4.10 % June 13, 2025 ii Series B Unsecured Notes 50,000 50,000 4.98 % July 1, 2026 ii Series C Unsecured Notes 80,000 80,000 4.42 % December 30, 2026 ii Series E Unsecured Notes 20,000 20,000 4.42 % February 20, 2027 ii Series H Unsecured Notes 100,000 100,000 4.27 % June 13, 2028 ii Series I Unsecured Notes 275,000 275,000 2.80 % September 29, 2031 ii Series K Unsecured Notes 400,000 — 4.12 % June 28, 2032 ii Series J Unsecured Notes 50,000 50,000 2.95 % September 28, 2033 ii Total unsecured notes 1,300,000 900,000 Total unamortized deferred financing fees and debt issuance costs ( 4,936 ) ( 3,059 ) Total carrying value unsecured notes, net 1,295,064 896,941 Mortgage notes (secured debt): Wells Fargo Bank, National Association CMBS Loan 45,603 46,610 4.31 % December 1, 2022 iii Thrivent Financial for Lutherans 3,363 3,430 4.78 % December 15, 2023 iv United of Omaha Life Insurance Company 4,844 4,943 3.71 % October 1, 2039 ii Total mortgage notes 53,810 54,983 Net unamortized fair market value discount ( 136 ) ( 136 ) Total unamortized deferred financing fees and debt issuance costs ( 39 ) ( 103 ) Total carrying value mortgage notes, net 53,635 54,744 Total / weighted average interest rate (7) $ 2,435,971 $ 2,218,262 3.25 % (1) Interest rate as of June 30, 2022. At June 30, 2022, the one-month LIBOR (“L”) was 1.78671 %. The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums. The spread over the applicable rate for the Company’s unsecured credit facility and unsecured term loans is based on the Company’s debt rating and leverage ratio, as defined in the respective loan agreements. (2) The unsecured term loans have a stated interest rate of one-month LIBOR plus a spread of 0.85 %, with the exception of Unsecured Term Loan D which has a stated interest rate of one-month LIBOR plus a spread of 1.0 %. As of June 30, 2022, one-month LIBOR for the Unsecured Term Loans A, D, E, F, and G was swapped to a fixed rate of 1.30 %, 1.85 %, 2.92 %, 2.11 %, and 0.28 %, respectively. One-month LIBOR for the Unsecured Term Loan G will be swapped to a fixed rate of 0.94 % effective April 18, 2023. (3) Prepayment terms consist of (i) pre-payable with no penalty; (ii) pre-payable with penalty; (iii) pre-payable without penalty three months prior to the maturity date, subject to defeasance; and (iv) pre-payable without penalty three months prior to the maturity date. (4) The capacity of the unsecured credit facility is $ 750.0 million. Deferred financing fees and debt issuance costs, net of accumulated amortization related to the unsecured credit facility of approximately $ 4.6 million and $ 5.2 million are included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021, respectively. The initial maturity date is October 24, 2025, or such later date 12 Table of Contents which may be extended pursuant to two six-month extension options exercisable by the Company in its discretion upon advance written notice. Exercise of each six-month option is subject to the following conditions: (i) absence of a default immediately before the extension and immediately after giving effect to the extension; (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date; and (iii) payment of a fee. Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions. (5) Subsequent to June 30, 2022, on July 26, 2022, the Company entered into an amended and restated credit agreement for the unsecured credit facility. Refer to Note 12 for additional details. (6) Subsequent to June 30, 2022, the Unsecured Term Loan D and the Unsecured Term Loan E were repaid in full in connection with the Company's new unsecured term loan agreements entered into on July 26, 2022. Refer to Note 12 for additional details. (7) The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $ 975.0 million of debt, and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums or discounts. The aggregate undrawn nominal commitment on the unsecured credit facility as of June 30, 2022 was approximately $ 630.4 million, including issued letters of credit. The Company’s actual borrowing capacity at any given point in time may be less or restricted to a maximum amount based on the Company’s debt covenant compliance. Total accrued interest for the Company’s indebtedness was approximately $ 9.6 million and $ 8.6 million as of June 30, 2022 and December 31, 2021, respectively, and is included in accounts payable, accrued expenses and other liabilities on the accompanying Consolidated Balance Sheets. The following table summarizes the costs included in interest expense related to the Company’s debt arrangements on the accompanying Consolidated Statement of Operations for the three and six months ended June 30, 2022 and 2021. Three months ended June 30, Six months ended June 30, Costs Included in Interest Expense (in thousands) 2022 2021 2022 2021 Amortization of deferred financing fees and debt issuance costs and fair market value premiums/discounts $ 880 $ 789 $ 1,744 $ 1,276 Facility, unused, and other fees $ 345 $ 440 $ 686 $ 826 On April 28, 2022, the Company entered into a note purchase agreement (the “April 2022 NPA”) for the private placement by the Operating Partnership of $ 400.0 million senior unsecured notes (the “Series K Unsecured Notes”) maturing June 28, 2032, with a fixed annual interest rate of 4.12 %. The April 2022 NPA contains a number of financial covenants substantially similar to the financial covenants contained in the Company’s unsecured credit facility and other unsecured notes, plus a financial covenant that requires the Company to maintain a minimum interest coverage ratio of not less than 1.50 :1.00. The Operating Partnership issued the Series K Unsecured Notes on June 28, 2022. The Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the Series K Unsecured Notes. Financial Covenant Considerations The Company was in compliance with all financial and other covenants as of June 30, 2022 and December 31, 2021 related to its unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes. The real estate net book value of the properties that are collateral for the Company’s debt arrangements was approximately $ 86.9 million and $ 88.5 million at June 30, 2022 and December 31, 2021, respectively, and is limited to senior, property-level secured debt financing arrangements. 13 Table of Contents Fair Value of Debt The following table summarizes the aggregate principal amount outstanding under the Company’s debt arrangements and the corresponding estimate of fair value as of June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Indebtedness (in thousands) Principal Outstanding Fair Value Principal Outstanding Fair Value Unsecured credit facility $ 116,000 $ 116,000 $ 296,000 $ 296,000 Unsecured term loans 975,000 975,112 975,000 975,224 Unsecured notes 1,300,000 1,200,811 900,000 937,183 Mortgage notes 53,810 53,163 54,983 56,323 Total principal amount 2,444,810 $ 2,345,086 2,225,983 $ 2,264,730 Net unamortized fair market value discount ( 136 ) ( 136 ) Total unamortized deferred financing fees and debt issuance costs ( 8,703 ) ( 7,585 ) Total carrying value $ 2,435,971 $ 2,218,262 The applicable fair value guidance establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair value of the Company’s debt is based on Level 3 inputs. 5. Derivative Financial Instruments Risk Management Objective of Using Derivatives The Company’s use of derivative instruments is limited to the utilization of interest rate swaps to manage interest rate risk exposure on existing and future liabilities and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and related costs associated with the Company’s operating and financial structure. The following table summarizes the Company’s outstanding interest rate swaps as of June 30, 2022. All of the Company’s interest rate swaps are designated as qualifying cash flow hedges. Interest Rate Derivative Counterparty Trade Date Effective Date Notional Amount (in thousands) Fair Value (in thousands) Pay Fixed Interest Rate Receive Variable Interest Rate Maturity Date The Toronto-Dominion Bank Jul-20-2017 Oct-30-2017 $ 25,000 $ 108 1.8485 % One-month L Jan-04-2023 Royal Bank of Canada Jul-20-2017 Oct-30-2017 $ 25,000 $ 107 1.8505 % One-month L Jan-04-2023 Wells Fargo Bank, N.A. Jul-20-2017 Oct-30-2017 $ 25,000 $ 107 1.8505 % One-month L Jan-04-2023 PNC Bank, N.A. Jul-20-2017 Oct-30-2017 $ 25,000 $ 108 1.8485 % One-month L Jan-04-2023 PNC Bank, N.A. Jul-20-2017 Oct-30-2017 $ 50,000 $ 216 1.8475 % One-month L Jan-04-2023 The Toronto-Dominion Bank Apr-20-2020 Sep-29-2020 $ 75,000 $ 1,633 0.2750 % One-month L Apr-18-2023 Wells Fargo Bank, N.A. Apr-20-2020 Sep-29-2020 $ 75,000 $ 1,627 0.2790 % One-month L Apr-18-2023 The Toronto-Dominion Bank Apr-20-2020 Mar-19-2021 $ 75,000 $ 1,633 0.2750 % One-month L Apr-18-2023 Wells Fargo Bank, N.A. Apr-20-2020 Mar-19-2021 $ 75,000 $ 1,626 0.2800 % One-month L Apr-18-2023 The Toronto-Dominion Bank Jul-24-2018 Jul-26-2019 $ 50,000 $ 171 2.9180 % One-month L Jan-12-2024 PNC Bank, N.A. Jul-24-2018 Jul-26-2019 $ 50,000 $ 170 2.9190 % One-month L Jan-12-2024 Bank of Montreal Jul-24-2018 Jul-26-2019 $ 50,000 $ 170 2.9190 % One-month L Jan-12-2024 U.S. Bank, N.A. Jul-24-2018 Jul-26-2019 $ 25,000 $ 85 2.9190 % One-month L Jan-12-2024 Wells Fargo Bank, N.A. May-02-2019 Jul-15-2020 $ 50,000 $ 930 2.2460 % One-month L Jan-15-2025 U.S. Bank, N.A. May-02-2019 Jul-15-2020 $ 50,000 $ 936 2.2459 % One-month L Jan-15-2025 Regions Bank May-02-2019 Jul-15-2020 $ 50,000 $ 933 2.2459 % One-month L Jan-15-2025 Bank of Montreal Jul-16-2019 Jul-15-2020 $ 50,000 $ 1,590 1.7165 % One-month L Jan-15-2025 U.S. Bank, N.A. Feb-17-2021 Apr-18-2023 $ 150,000 $ 7,690 0.9385 % One-month L Feb-5-2026 Wells Fargo Bank, N.A. Feb-17-2021 Apr-18-2023 $ 75,000 $ 3,818 0.9365 % One-month L Feb-5-2026 The Toronto-Dominion Bank Feb-17-2021 Apr-18-2023 $ 75,000 $ 3,861 0.9360 % One-month L Feb-5-2026 Regions Bank Oct-26-2021 Apr-01-2022 $ 50,000 $ 3,446 1.3045 % One-month L Mar-15-2027 Bank of Montreal Oct-26-2021 Apr-01-2022 $ 50,000 $ 3,472 1.3045 % One-month L Mar-15-2027 PNC Bank, N.A. Oct-26-2021 Apr-01-2022 $ 50,000 $ 3,462 1.3045 % One-month L Mar-15-2027 14 Table of Contents The following table summarizes the fair value of the interest rate swaps outstanding as of June 30, 2022 and December 31, 2021. Balance Sheet Line Item (in thousands) Notional Amount June 30, 2022 Fair Value June 30, 2022 Notional Amount December 31, 2021 Fair Value December 31, 2021 Interest rate swaps-Asset $ 1,275,000 $ 37,899 $ 600,000 $ 5,220 Interest rate swaps-Liability $ — $ — $ 825,000 $ ( 17,052 ) Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified to interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives designated as qualifying cash flow hedges will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt. The Company estimates that approximately $ 13.7 million will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense over the next 12 months. The following table summarizes the effect of cash flow hedge accounting and the location of amounts related to Company’s derivatives in the consolidated financial statements for the three and six months ended June 30, 2022 and 2021. Three months ended June 30, Six months ended June 30, Effect of Cash Flow Hedge Accounting (in thousands) 2022 2021 2022 2021 Income (loss) recognized in accumulated other comprehensive income (loss) on interest rate swaps $ 10,628 $ ( 2,501 ) $ 44,134 $ 5,249 Loss reclassified from accumulated other comprehensive income (loss) into income as interest expense $ 1,881 $ 3,933 $ 5,612 $ 8,333 Total interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 17,896 $ 15,273 $ 35,155 $ 30,631 Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. As of June 30, 2022, the Company had not breached the provisions of these agreements and had not posted any collateral related to these agreements. Fair Value of Interest Rate Swaps The Company’s valuation of the interest rate swaps is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs including interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company or its counterparties. However, as of June 30, 2022 and December 31, 2021, the Company has assessed the significance of the impact of the credit valuation adjustments on the 15 Table of Contents overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The following table summarizes the Company’s financial instruments that were recorded at fair value on a recurring basis as of June 30, 2022 and December 31, 2021. Fair Value Measurements as of June 30, 2022 Using Balance Sheet Line Item (in thousands) Fair Value June 30, 2022 Level 1 Level 2 Level 3 Interest rate swaps-Asset $ 37,899 $ — $ 37,899 $ — Interest rate swaps-Liability $ — $ — $ — $ — Fair Value Measurements as of December 31, 2021 Using Balance Sheet Line Item (in thousands) Fair Value December 31, 2021 Level 1 Level 2 Level 3 Interest rate swaps-Asset $ 5,220 $ — $ 5,220 $ — Interest rate swaps-Liability $ ( 17,052 ) $ — $ ( 17,052 ) $ — 6. Equity Preferred Stock The Company is authorized to issue up to 20,000,000 shares of preferred stock, par value $ 0.01 per share. As of June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. The following table summarizes the dividends declared on the Company’s outstanding shares of preferred stock during the year ended December 31, 2021. Quarter Ended 2021 Declaration Date Series C Preferred Stock Per Share Payment Date March 31 January 11, 2021 $ 0.4296875 March 31, 2021 Total $ 0.4296875 Common Stock The Company is authorized to issue up to 300,000,000 shares of common stock, par value $ 0.01 per share. The following table summarizes the terms of the Company’s at-the market (“ATM”) common stock offering program as of June 30, 2022. ATM Common Stock Offering Program Date Maximum Aggregate Offering Price (in thousands) Aggregate Available as of June 30, 2022 (in thousands) 2022 $750 million ATM February 17, 2022 $ 750,000 $ 750,000 16 Table of Contents The following tables summarize the activity under the ATM common stock offering program during the six months ended June 30, 2022 and year ended December 31, 2021. Six months ended June 30, 2022 ATM Common Stock Offering Program Shares Sold Weighted Average Price Per Share Net Proceeds (in thousands) 2019 $600 million ATM (1) 128,335 $ 45.03 $ 5,721 Total/weighted average 128,335 $ 45.03 $ 5,721 (1) This program ended before March 31, 2022. Year ended December 31, 2021 ATM Common Stock Offering Program (1) Shares Sold Weighted Average Price Per Share Net Proceeds (in thousands) 2019 $600 million ATM (2) 5,110,002 $ 37.53 $ 189,974 Total/weighted average 5,110,002 $ 37.53 $ 189,974 (1) Excludes shares of common stock sold under the ATM common stock offering program on a forward basis or issued upon physical settlement of the related forward sale agreements during the period. (2) This program ended before March 31, 2022. In connection with the Company’s underwritten public offering that closed in November 2021, on December 3, 2021, the Company executed a forward sale agreement for the sale of an additional 1,200,000 shares of common stock on a forward basis at a price of $ 41.87 per share. The Company did not initially receive any proceeds from the sale of shares on a forward basis. On March 29, 2022, the Company physically settled in full the forward sales agreement by issuing 1,200,000 shares of common stock for net proceeds of approximately $ 49.7 million, or $ 41.39 per share. The following tables summarize the dividends declared on the Company’s outstanding shares of common stock during the six months ended June 30, 2022 and the year ended December 31, 2021. Month Ended 2022 Declaration Date Record Date Per Share Payment Date June 30 April 14, 2022 June 30, 2022 $ 0.121667 July 15, 2022 May 31 April 14, 2022 May 31, 2022 0.121667 June 15, 2022 April 30 April 14, 2022 April 29, 2022 0.121667 May 16, 2022 March 31 January 10, 2022 March 31, 2022 0.121667 April 18, 2022 February 28 January 10, 2022 February 28, 2022 0.121667 March 15, 2022 January 31 January 10, 2022 January 31, 2022 0.121667 February 15, 2022 Total $ 0.730002 Month Ended 2021 Declaration Date Record Date Per Share Payment Date December 31 October 13, 2021 December 31, 2021 $ 0.120833 January 18, 2022 November 30 October 13, 2021 November 30, 2021 0.120833 December 15, 2021 October 31 October 13, 2021 October 29, 2021 0.120833 November 15, 2021 September 30 July 13, 2021 September 30, 2021 0.120833 October 15, 2021 August 31 July 13, 2021 August 31, 2021 0.120833 September 15, 2021 July 31 July 13, 2021 July 30, 2021 0.120833 August 16, 2021 June 30 April 12, 2021 June 30, 2021 0.120833 July 15, 2021 May 31 April 12, 2021 May 28, 2021 0.120833 June 15, 2021 April 30 April 12, 2021 April 30, 2021 0.120833 May 17, 2021 March 31 January 11, 2021 March 31, 2021 0.120833 April 15, 2021 February 28 January 11, 2021 February 26, 2021 0.120833 March 15, 2021 January 31 January 11, 2021 January 29, 2021 0.120833 February 16, 2021 Total $ 1.449996 On July 12, 2022, the Company’s board of directors declared dividends of the Company’s outstanding shares of common stock for the months ending July 31, 2022, August 31, 2022, and September 30, 2022 at a monthly rate of $ 0.121667 per share. 17 Table of Contents Restricted Shares of Common Stock The Company granted restricted shares of common stock under the 2011 Plan on January 10, 2022 to certain employees of the Company, which will vest in equal installments on an annual basis over four years (beginning on January 1, 2023), subject to the recipient’s continued employment. The following table summarizes activity related to the Company’s unvested restricted shares of common stock during the six months ended June 30, 2022 and the year ended December 31, 2021. Unvested Restricted Shares of Common Stock Shares Weighted Average Grant Date Fair Value per Share Balance at December 31, 2020 184,890 $ 27.70 Granted 90,304 $ 29.77 Vested ( 79,140 ) (1) $ 27.01 Forfeited ( 10,339 ) $ 30.32 Balance at December 31, 2021 185,715 $ 28.86 Granted 58,580 $ 44.19 Vested ( 73,556 ) (1) $ 28.03 Forfeited ( 9,056 ) $ 35.06 Balance at June 30, 2022 161,683 $ 34.44 (1) The Company repurchased and retired 25,836 and 27,706 restricted shares of common stock that vested during the six months ended June 30, 2022 and the year ended December 31, 2021, respectively. The unrecognized compensation expense associated with the Company’s restricted shares of common stock at June 30, 2022 was approximately $ 4.2 million and is expected to be recognized over a weighted average period of approximately 2.7 years. The following table summarizes the fair value at vesting for the restricted shares of common stock that vested during the three and six months ended June 30, 2022 and 2021. Three months ended June 30, Six months ended June 30, Vested Restricted Shares of Common Stock 2022 2021 2022 2021 Vested restricted shares of common stock — — 73,556 72,788 Fair value of vested restricted shares of common stock (in thousands) $ — $ — $ 3,528 $ 2,280 7. Noncontrolling Interest The following table summarizes the activity for noncontrolling interest in the Company during the six months ended June 30, 2022 and the year ended December 31, 2021. Noncontrolling Interest LTIP Units Other Common Units Total Noncontrolling Common Units Noncontrolling Interest Balance at December 31, 2020 1,692,423 1,592,815 3,285,238 2.0 % Granted/Issued 405,844 — 405,844 N/A Forfeited — — — N/A Conversions from LTIP units to Other Common Units ( 149,143 ) 149,143 — N/A Redemptions from Other Common Units to common stock — ( 171,318 ) ( 171,318 ) N/A Balance at December 31, 2021 1,949,124 1,570,640 3,519,764 1.9 % Granted/Issued 470,237 — 470,237 N/A Forfeited — — — N/A Conversions from LTIP units to Other Common Units ( 65,000 ) 65,000 — N/A Redemptions from Other Common Units to common stock — ( 65,000 ) ( 65,000 ) N/A Balance at June 30, 2022 2,354,361 1,570,640 3,925,001 2.1 % LTIP Units The Company granted LTIP units under the 2011 Plan on January 10, 2022 to non-employee, independent directors, which will vest on January 1, 2023, subject to the recipient’s continued service. The Company granted LTIP units under the 2011 Plan on January 10, 2022 to certain executive officers and senior employees of the Company, which will vest in equal installments on a 18 Table of Contents quarterly basis over four years (beginning on March 31, 2022), subject to the recipient’s continued employment. Refer to Note 8 for a discussion of the LTIP units granted on January 10, 2022 pursuant to the 2019 performance units. The fair value of the LTIP units as of the grant date was determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. The fair value of the LTIP units are based on Level 3 inputs and non-recurring fair value measurements. The following table summarizes the assumptions used in valuing the LTIP units granted during the six months ended June 30, 2022 (excluding the LTIP units granted pursuant to the 2019 performance units discussed in Note 8 below). LTIP Units Assumptions Grant date January 10, 2022 Expected term (years) 10 Expected stock price volatility 34.0 % Expected dividend yield 4.0 % Risk-free interest rate 1.204 % Fair value of LTIP units at issuance (in thousands) $ 4,385 LTIP units at issuance 104,241 Fair value unit price per LTIP unit at issuance $ 42.07 The expected stock price volatility is based on a mix of the historical and implied volatilities of the Company and certain peer group companies. The expected dividend yield is based on the Company’s average historical dividend yield and the dividend yield as of the valuation date for each award. The risk-free interest rate is based on U.S. Treasury note yields matching a three-year time period. The following table summarizes activity related to the Company’s unvested LTIP units during the six months ended June 30, 2022 and the year ended December 31, 2021. Unvested LTIP Units LTIP Units Weighted Average Grant Date Fair Value per Unit Balance at December 31, 2020 211,448 $ 26.54 Granted 405,844 $ 28.13 Vested ( 427,184 ) $ 27.47 Forfeited — $ — Balance at December 31, 2021 190,108 $ 27.84 Granted 470,237 $ 42.07 Vested ( 444,675 ) $ 39.83 Forfeited — $ — Balance at June 30, 2022 215,670 $ 34.15 The unrecognized compensation expense associated with the Company’s LTIP units at June 30, 2022 was approximately $ 4.2 million and is expected to be recognized over a weighted average period of approximately 2.5 years. The following table summarizes the fair value at vesting for the LTIP units that vested during the three and six months ended June 30, 2022 and 2021. Three months ended June 30, Six months ended June 30, Vested LTIP units 2022 2021 2022 2021 Vested LTIP units 30,327 45,335 444,675 228,821 Fair value of vested LTIP units (in thousands) $ 951 $ 1,686 $ 19,544 $ 7,369 8. Equity Incentive Plan On January 10, 2022, the compensation committee of the board of directors approved and the Company granted performance units under the 2011 Plan to the executive officers and certain key employees of the Company. The terms of the performance units granted on January 10, 2022 are substantially the same as the terms of the performance units granted in January 2021, 2020, and 2019, except that the measuring period commenced on January 1, 2022 and ends on December 31, 2024. 19 Table of Contents The fair value of the performance units as of the grant date was determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. The fair value of the performance units is based on Level 3 inputs and non-recurring fair value measurements. The performance unit equity compensation expense is recognized ratably from the grant date into earnings over the vesting period. The following table summarizes the assumptions used in valuing the performance units granted during the six months ended June 30, 2022. Performance Units Assumptions Grant date January 10, 2022 Expected stock price volatility 34.1 % Expected dividend yield 4.0 % Risk-free interest rate 1.1979 % Fair value of performance units grant (in thousands) $ 6,289 The expected stock price volatility is based on a mix of the historical and implied volatilities of the Company and certain peer group companies. The expected dividend yield is based on the Company’s average historical dividend yield and the dividend yield as of the valuation date for each award. The risk-free interest rate is based on U.S. Treasury note yields matching the three-year time period of the performance period. On December 31, 2021, the measuring period for the 2019 performance units concluded. The compensation committee of the board of directors determined that the Company’s total stockholder return exceeded the threshold percentage and return hurdle and approved the issuance of an aggregate of 365,996 vested LTIP units and 27,934 vested shares of common stock to the participants (of which 8,257 shares of common stock were repurchased and retired), which were issued on January 10, 2022. The unrecognized compensation expense associated with the Company’s performance units at June 30, 2022 was approximately $ 8.7 million and is expected to be recognized over a weighted average period of approximately 2.0 years. Non-cash Compensation Expense The following table summarizes the amount recorded in general and administrative expenses in the accompanying Consolidated Statements of Operations for the amortization of restricted shares of common stock, LTIP units, performance units, and the Company’s director compensation for the three and six months ended June 30, 2022 and 2021. Three months ended June 30, Six months ended June 30, Non-Cash Compensation Expense (in thousands) 2022 2021 2022 2021 Restricted shares of common stock $ 565 $ 586 $ 1,113 $ 1,237 LTIP units 1,367 2,346 2,651 4,754 Performance units 1,364 1,484 2,660 2,922 Director compensation (1) 125 123 246 241 Total non-cash compensation expense $ 3,421 $ 4,539 $ 6,670 $ 9,154 (1) All of the Company’s independent directors elected to receive shares of common stock in lieu of cash for their service during the three and six months ended June 30, 2022 and 2021. The number of shares of common stock granted was calculated based on the trailing ten day average common stock price on the third business day preceding the grant date. 9. Leases Lessor Leases The Company has operating leases in which it is the lessor for its rental property. Certain leases contain variable lease payments based upon changes in the Consumer Price Index (“CPI”). Billings for real estate taxes and other expenses are also considered to be variable lease payments. Certain leases contain options to renew or terminate the lease, and options for the lessee to purchase the rental property, all of which are predominately at the sole discretion of the lessee. 20 Table of Contents The following table summarizes the components of rental income included in the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021. Three months ended June 30, Six months ended June 30, Rental Income (in thousands) 2022 2021 2022 2021 Fixed lease payments $ 124,593 $ 103,778 $ 244,833 $ 204,957 Variable lease payments 32,714 29,639 66,492 58,883 Straight-line rental income 3,728 4,718 8,232 9,600 Net increase (decrease) to rental income related to above and below market lease amortization 22 ( 330 ) 101 ( 1,810 ) Total rental income $ 161,057 $ 137,805 $ 319,658 $ 271,630 The Company evaluates its operating leases to determine if it is probable it will collect substantially all of the lessee’s remaining lease payments under the lease term. For those that are not probable of collection, the Company converts to the cash basis of accounting. If the Company subsequently determines that it is probable it will collect substantially all of the lessee’s remaining lease payments under the lease term, the Company will reinstate the accrued rent balance adjusting for the amount related to the period when the lease was accounted for on a cash basis. As of June 30, 2022 and December 31, 2021, the Company had accrued rental income of approximately $ 84.0 million and $ 75.8 million, respectively, included in tenant accounts receivable on the accompanying Consolidated Balance Sheets. As of June 30, 2022 and December 31, 2021, the Company had approximately $ 30.7 million and $ 32.9 million, respectively, of total lease security deposits available in the form of existing letters of credit, which are not reflected on the accompanying Consolidated Balance Sheets. As of June 30, 2022 and December 31, 2021, the Company had approximately $ 0.7 million and $ 0.7 million, respectively, of lease security deposits available in cash, which are included in restricted cash on the accompanying Consolidated Balance Sheets. The Company’s remaining lease security deposits are commingled in cash and cash equivalents. These funds may be used to settle tenant accounts receivables in the event of a default under the related lease. As of June 30, 2022 and December 31, 2021, the Company’s total liability associated with these lease security deposits was approximately $ 17.1 million and $ 15.2 million, respectively, which is included in tenant prepaid rent and security deposits on the accompanying Consolidated Balance Sheets. The Company estimates that billings for real estate taxes, which are the responsibility of certain tenants under the terms of their leases and are not reflected on the Company’s consolidated financial statements, was approximately $ 5.6 million, $ 11.0 million $ 5.3 million and $ 10.4 million for the three and six months ended June 30, 2022 and 2021, respectively. These amounts would have been the maximum real estate tax expense of the Company, excluding any penalties or interest, had the tenants not met their contractual obligations for these periods. The following table summarizes the maturity of fixed lease payments under the Company’s leases as of June 30, 2022. Year Maturity of Fixed Lease Payments (in thousands) Remainder of 2022 $ 252,326 2023 $ 492,202 2024 $ 443,585 2025 $ 384,636 2026 $ 318,421 Thereafter $ 1,057,107 Lessee Leases The Company has operating leases in which it is the lessee for its ground leases and corporate office leases. These leases have remaining lease terms of approximately 0.9 years to 48.2 years. Certain ground leases contain options to extend the leases for ten years to 20 years, all of which are reasonably certain to be exercised, and are included in the computation of the Company’s right-of-use assets and operating lease liabilities. 21 Table of Contents The following table summarizes supplemental information related to operating lease right-of-use assets and operating lease liabilities recognized in the Company’s Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021. Operating Lease Term and Discount Rate June 30, 2022 December 31, 2021 Weighted average remaining lease term (years) 31.0 29.0 Weighted average discount rate 6.7 % 6.6 % The following table summarizes the operating lease cost included in the Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021. Three months ended June 30, Six months ended June 30, Operating Lease Cost (in thousands) 2022 2021 2022 2021 Operating lease cost included in property expense attributable to ground leases $ 605 $ 417 $ 1,138 $ 834 Operating lease cost included in general and administrative expense attributable to corporate office leases 436 429 873 858 Total operating lease cost $ 1,041 $ 846 $ 2,011 $ 1,692 The following table summarizes supplemental cash flow information related to operating leases in the Company’s Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021. Six months ended June 30, Operating Leases (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) $ 1,850 $ 952 The following table summarizes the maturity of operating lease liabilities under the Company’s ground leases and corporate office leases as of June 30, 2022. Year Maturity of Operating Lease Liabilities (1) (in thousands) Remainder of 2022 $ 1,934 2023 3,875 2024 3,914 2025 3,959 2026 2,993 Thereafter 83,985 Total lease payments 100,660 Less: Imputed interest ( 64,766 ) Present value of operating lease liabilities $ 35,894 (1) Operating lease liabilities do not include estimates of CPI rent changes required by certain ground lease agreements. Therefore, actual payments may differ from those presented. 10. Earnings Per Share During the three and six months ended June 30, 2022 and 2021, there were 162,891 , 164,068 , 202,171 and 200,501 unvested restricted shares of common stock (on a weighted average basis), respectively, that were considered participating securities for the purposes of computing earnings per share. 22 Table of Contents The following table reconciles the numerators and denominators in the computation of basic and diluted earnings per share of common stock for the three and six months ended June 30, 2022 and 2021. Three months ended June 30, Six months ended June 30, Earnings Per Share (in thousands, except per share data) 2022 2021 2022 2021 Numerator Net income attributable to common stockholders $ 32,317 $ 32,576 $ 85,081 $ 53,507 Denominator Weighted average common shares outstanding — basic 179,049 159,736 178,442 159,086 Effect of dilutive securities (1) Share-based compensation 95 584 144 467 Shares issuable under forward sales agreements — 1,047 — 696 Weighted average common shares outstanding — diluted 179,144 161,367 178,586 160,249 Net income per share — basic and diluted Net income per share attributable to common stockholders — basic $ 0.18 $ 0.20 $ 0.48 $ 0.34 Net income per share attributable to common stockholders — diluted $ 0.18 $ 0.20 $ 0.48 $ 0.33 (1) During the three and six months ended June 30, 2022 and 2021, there were approximately 163 , 164 , 202 and 201 , unvested restricted shares of common stock (on a weighted average basis), respectively, that were not included in the computation of diluted earnings per share because the allocation of income under the two-class method was more dilutive. 11. Commitments and Contingencies The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance subject to deductible requirements. Management believes that the ultimate settlement of these actions will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. The Company has letters of credit of approximately $ 3.6 million as of June 30, 2022 related to construction projects and certain other agreements. 12. Subsequent Events The following non-recognized subsequent events were noted. On July 26, 2022, the Company entered into an amended and restated credit agreement for the unsecured credit facility (the “July 2022 Credit Agreement”), which provided for an increase in the aggregate commitments available for borrowing under the unsecured credit facility from $ 750.0 million to up to $ 1.0 billion. The July 2022 Credit Agreement also provided for the replacement of one-month LIBOR for one-month Secured Overnight Financing Rate (“SOFR”), plus a 0.10 % adjustment. Other than the increase in the borrowing commitments and the interest rate provisions described above, the material terms of the unsecured credit facility remain unchanged. On July 26, 2022, the Company entered into separate loan agreements for (i) a new $ 187.5 million unsecured term loan with Bank of America, N.A. and the other lenders party thereto (“Unsecured Term Loan H”), and (i) a new $ 187.5 million unsecured term loan with Wells Fargo Bank, National Association, and the other lenders party thereto (“Unsecured Term Loan I”). In connection with the new unsecured term loans, the $ 150.0 million Unsecured Term Loan D and the $ 175.0 million Unsecured Term Loan E were repaid in full. Each of the Unsecured Term Loan H and the Unsecured Term Loan I bears a current annual interest rate of one-month SOFR, plus a 0.10 % adjustment and a spread of 0.85 % based on the Company’s debt rating and leverage ratio (as defined in the loan agreement), and matures on January 25, 2028. On July 27, 2022, the Company entered into seven interest rate swaps with a total notional amount of $ 375.0 million that fix SOFR at 2.579 % on the new unsecured term loans. The new interest rate swap with a notional amount of $ 50.0 million is effective on July 27, 2022 and matures on January 25, 2028. The remaining interest rate swaps become effective on January 4, 2023 and January 12, 2024 upon the maturity of the interest rate swaps previously designated to the Unsecured Term Loan D and Unsecured Term Loan E, respectively, and mature on January 25, 2028. 23