What changed in this filing

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Item 1. Financial Statements

2021-11-03 compared with 2021-08-04 · 136 added, 106 removed, 457 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands – except share and per share data)

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Investments in real estate

5 unchanged sentences

Accumulated depreciation and amortization ( 265,628 ) ( 238,073 )

Net investments in properties 2,326,449 1,993,155

Properties held for sale, net 18,302 —

Net investments in real estate 2,344,751 1,993,155

7 unchanged sentences

Senior unsecured notes, net 497,153 348,063

Mortgage loans payable, net — 11,264

Mortgage loan payable, net — 11,264

Security deposits 22,268 13,870

7 unchanged sentences

Common stock:

$ 0.01 par value, 400,000,000 shares authorized, and 70,191,398 and 68,376,364 shares issued and outstanding, at June 30, 2021 and December 31, 2020, respectively.

$ 0.01 par value, 400,000,000 shares authorized, and 71,015,523 and 68,376,364 shares issued and outstanding, at September 30, 2021 and December 31, 2020, respectively.

Additional paid-in capital

1,768,794 1,589,301

Common stock held in deferred compensation plan, 275,727 and 139,224 shares at June 30, 2021 and December 31, 2020, respectively.

Common stock held in deferred compensation plan, 275,727 and 139,224 shares at September 30, 2021 and December 31, 2020, respectively.

( 15,197 ) ( 7,546 )

7 unchanged sentences

(in thousands – except share and per share data)

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2021 2020 2021 2020

24 unchanged sentences

(in thousands)

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2021 2020 2021 2020

7 unchanged sentences

(in thousands – except share data)

Six months ended June 30, 2021:

Nine months ended September 30, 2021:

Common Stock Additional

25 unchanged sentences

Balance as of June 30, 2021 70,191,398 $ 704 $ 1,717,265 275,727 $ ( 15,197 ) $ ( 958 ) $ — $ 1,701,814

Six months ended June 30, 2020:

Net income — — — — — 21,360 — 21,360

Issuance of common stock, net of issuance costs of $ 807

751,539 8 49,169 — — — — 49,177

Issuance of restricted stock 72,586 — — — — — — —

Stock-based compensation — — 2,360 — — — — 2,360

Common stock dividends ($ 0.34 per share)

— — — — — ( 24,239 ) — ( 24,239 )

Balance as of September 30, 2021 71,015,523 $ 712 $ 1,768,794 275,727 $ ( 15,197 ) $ ( 3,837 ) $ — $ 1,750,472

Nine months ended September 30, 2020:

Common Stock Additional

25 unchanged sentences

Balance as of June 30, 2020 68,322,213 $ 684 $ 1,587,057 139,224 $ ( 7,546 ) $ 9,389 $ ( 318 ) $ 1,589,266

Net income — — — — — 22,722 — 22,722

Issuance of common stock, net of issuance costs of $ 70

8,250 — 424 — — — — 424

Forfeiture of common stock related to employee awards ( 4,794 ) — — — — — — —

Repurchase of common stock related to employee awards ( 149,865 ) — ( 9,597 ) — — — — ( 9,597 )

Issuance of restricted stock 57,540 — — — — — — —

Stock-based compensation — — 1,460 — — — — 1,460

Common stock dividends ($ 0.29 per share)

— — — — — ( 19,828 ) — ( 19,828 )

Other comprehensive income — — — — — — 50 50

Balance as of September 30, 2020 68,233,344 $ 684 $ 1,579,344 139,224 $ ( 7,546 ) $ 12,283 $ ( 268 ) $ 1,584,497

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

2 unchanged sentences

(in thousands)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

25 unchanged sentences

Payments on credit facility ( 45,000 ) —

Borrowings on senior unsecured notes 150,000 —

Payments on mortgage loan payable ( 11,271 ) ( 32,960 )

21 unchanged sentences

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, 2021, the Company owned 234 buildings aggregating approximately 13.8 million square feet, 27 improved land parcels consisting of approximately 97.6 acres and three properties under redevelopment expected to contain approximately 0.4 million square feet upon completion.

As of September 30, 2021, the Company owned 241 buildings (including three buildings held for sale) aggregating approximately 14.1 million square feet, 31 improved land parcels consisting of approximately 114.7 acres and four properties under redevelopment expected to contain approximately 0.4 million square feet upon completion.

The Company is an internally managed Maryland corporation and elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2010.

25 unchanged sentences

If an asset is intended to be held for the long-term, the recoverability is based on the undiscounted future cash flows.

If the asset carrying value is not supported on an undiscounted future cash flow basis, then the asset carrying value is measured against the lower of cost or the present value of expected cash

flows over the expected hold period.

If the asset carrying value is not supported on an undiscounted

future cash flow basis, then the asset carrying value is measured against the lower of cost or the present value of expected cash 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.

7 unchanged sentences

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, 2021 or 2020.

There were no impairment charges recorded to the carrying values of the Company’s properties during the three or nine months ended September 30, 2021 or 2020.

Property Acquisitions.

12 unchanged sentences

The above and below-market lease values are amortized to rental revenues over the remaining initial term plus the term of any below-market fixed rate renewal options that are considered bargain renewal options of the respective leases.

The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $ 1.6 million and $ 1.3 million for the three months ended June 30, 2021 and 2020, respectively, and approximately $ 3.1 million and $ 2.7 million for the six months ended June 30, 2021 and 2020, respectively.

The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $ 2.0 million and $ 1.2 million for the three months ended September 30, 2021 and 2020, respectively, and approximately $ 5.1 million and $ 4.1 million for the nine months ended September 30, 2021 and 2020, 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, 2021 was 7.6 years.

As of June 30, 2021 and December 31, 2020, the Company’s intangible assets and liabilities, including properties held for sale (if any), consisted of the following (dollars in thousands):

June 30, 2021 December 31, 2020

The remaining weighted average lease term related to these intangible assets and liabilities as of September 30, 2021 was 7.2 years.

As of September 30, 2021 and December 31, 2020, the Company’s intangible assets and liabilities, including properties held for sale (if any), consisted of the following (dollars in thousands):

September 30, 2021 December 31, 2020

Gross Accumulated

7 unchanged sentences

Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the related assets or liabilities.

The following table reflects the standard depreciable lives typically used to compute depreciation and amortization.

However, such depreciable lives may be different

based on the estimated useful life of such assets or liabilities.

The following table reflects the standard

depreciable lives typically used to compute depreciation and amortization.

However, such depreciable lives may be different based on the estimated useful life of such assets or liabilities.

Description Standard Depreciable Life

16 unchanged sentences

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 Nine Months Ended September 30,

Cash and cash equivalents at beginning of period $ 107,180 $ 110,082

13 unchanged sentences

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.

As of June 30, 2021 and December 31, 2020, approximately $ 34.9 million and $ 32.5 million, respectively, of straight-line rent and accounts receivable, net of allowances of approximately $ 1.3 million and $ 0.9 million as of June 30, 2021 and

December 31, 2020, respectively, were included as a component of other assets in the accompanying consolidated balance sheets.

As of September 30, 2021 and December 31, 2020, approximately $ 42.0 million and $ 32.5 million, respectively, of straight-line rent and accounts receivable, net of allowances of approximately $ 1.2 million and $ 0.9 million as of September 30, 2021 and December 31, 2020, respectively, were included as a component of other assets in the accompanying consolidated balance sheets.

Deferred Financing Costs.

1 unchanged sentence

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 $ 10.0 million and $ 9.4 million as of June 30, 2021 and December 31, 2020, respectively.

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 $ 10.3 million and $ 9.4 million as of September 30, 2021 and December 31, 2020, respectively.

Income Taxes.

8 unchanged sentences

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, 2021 and December 31, 2020, the Company did not have any unrecognized tax benefits and does not believe that there will be any material changes in unrecognized tax positions over the next 12 months.

The Company’s tax returns are subject to examination by federal, state and local tax jurisdictions, which as of June 30, 2021 include years 2017 to 2020 for federal purposes.

As of September 30, 2021 and December 31, 2020, the Company did not have any unrecognized tax benefits and does not believe that there will be any material changes in unrecognized tax positions over the next 12 months.

The Company’s tax returns are subject to examination by federal, state and local tax jurisdictions, which as of September 30, 2021 include years 2017 to 2020 for federal purposes.

Stock-Based Compensation and Other Long-Term Incentive Compensation.

11 unchanged sentences

For Performance Share awards granted prior to January 1, 2019, the Company estimates the fair value of the Performance Share awards using a Monte Carlo simulation model on the date of grant and at each reporting period.

The Performance Share awards granted prior to January 1, 2019 are recognized as compensation expense over the requisite performance period based on the fair value of the Performance Share awards at the balance sheet date, which varies quarter to quarter based on the Company’s relative share price performance, and are included as a component of performance share awards payable in the accompanying consolidated balance sheets.

quarter to quarter based on the Company’s relative share price performance, and are included as a component of performance share awards payable in the accompanying consolidated balance sheets.

Use of Derivative Financial Instruments.

21 unchanged sentences

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, 2021, the Company owned 63 buildings aggregating approximately 3.6 million square feet and nine land parcels consisting of approximately 48.8 acres located in Northern New Jersey/New York City, which accounted for a combined percentage of approximately 28.8 % of its annualized base rent.

Such annualized base rent percentages are based on contractual base rent from leases in effect as of June 30, 2021, excluding any partial or full rent abatements.

As of September 30, 2021, the Company owned 63 buildings aggregating approximately 3.6 million square feet and 10 land parcels consisting of approximately 54.1 acres located in Northern New Jersey/New York City, which accounted for a combined percentage of approximately 29.1 % of its annualized base rent.

Such annualized base rent percentages are based on contractual base rent from leases in effect as of September 30, 2021, excluding any partial or full rent abatements.

Other real estate companies compete with the Company in its real estate markets.

1 unchanged sentence

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, 2021.

The Company had no tenant that accounted for greater than 10% of the Company's annualized base rent as of September 30, 2021.

Investments in Real Estate

During the three months ended June 30, 2021, the Company acquired six 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.

During the three months ended September 30, 2021, the Company acquired 10 industrial properties with a total initial

investment, including acquisition costs, of approximately $ 176.8 million, of which $ 127.3 million was recorded to land, $ 42.1 million to buildings and improvements, and $ 7.4 million to intangible assets.

Additionally, the Company assumed $ 11.7 million in liabilities.

During the six months ended June 30, 2021, the Company acquired ten 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.

During the nine months ended September 30, 2021, the Company acquired 20 industrial properties with a total initial investment, including acquisition costs, of approximately $ 344.5 million, of which $ 235.0 million was recorded to land, $ 93.7 million to buildings and improvements, and $ 15.8 million to intangible assets.

Additionally, the Company assumed $ 19.5 million in liabilities.

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.

During the three months ended June 30, 2020, the Company acquired two industrial properties with a total initial investment, including acquisition costs, of approximately $ 10.5 million, of which $ 9.0 million was recorded to land, $ 1.2 million to buildings and improvements, and $ 0.3 million to intangible assets.

The Company recorded revenues and net income for the three months ended September 30, 2021 of approximately $ 3.7 million and $ 1.3 million, respectively, and recorded revenues and net income for the nine months ended September 30, 2021 of approximately $ 6.2 million and $ 2.3 million, respectively, related to the 2021 acquisitions.

During the three months ended September 30, 2020, the Company acquired one industrial property with a total initial investment, including acquisition costs, of approximately $ 6.5 million, of which $ 3.7 million was recorded to land, $ 2.3 million to buildings and improvements, and $ 0.5 million to intangible assets.

Additionally, the Company assumed $ 0.1 million in liabilities.

During the six months ended June 30, 2020, the Company acquired four industrial properties with a total initial investment, including acquisition costs, of approximately $ 41.1 million, of which $ 30.9 million was recorded to land, $ 8.9 million to buildings and improvements, and $ 1.3 million to intangible assets.

During the nine months ended September 30, 2020, the Company acquired five industrial properties with a total initial investment, including acquisition costs, of approximately $ 47.6 million, of which $ 34.8 million was recorded to land, $ 11.0 million to buildings and improvements, and $ 1.8 million to intangible assets.

Additionally, the Company assumed $ 0.7 million in liabilities.

The Company recorded revenues and net income for the three months ended June 30, 2020 of approximately $ 0.5 million and $ 0.4 million, respectively, and recorded revenues and net income for the six months ended June 30, 2020 of approximately $ 0.6 million and $ 0.5 million, respectively, related to the 2020 acquisitions.

The Company recorded revenues and net income for the three months ended September 30, 2020 of approximately $ 0.8 million and $ 0.4 million, respectively, and recorded revenues and net income for the nine months ended September 30, 2020 of approximately $ 1.5 million and $ 0.7 million, respectively, related to the 2020 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, 2021, the Company had three properties under redevelopment expected to contain approximately 0.4 million square feet upon completion with a total expected investment of approximately $ 91.6 million, including redevelopment costs, capitalized interest and other costs.

The Company capitalized interest associated with redevelopment and expansion activities of approximately $ 0.1 million and $ 0.4 million, respectively, during the three months ended June 30, 2021 and 2020 and approximately $ 0.1 million and $ 1.0 million, respectively, during the six months ended June 30, 2021 and 2020.

As of September 30, 2021, the Company had four properties under redevelopment expected to contain approximately 0.4 million square feet upon completion with a total expected investment of approximately $ 117.8 million, including redevelopment costs, capitalized interest and other costs.

The Company capitalized interest associated with redevelopment and expansion activities of approximately $ 0.2 million and $ 0.4 million during the three months ended September 30, 2021 and 2020, respectively, and approximately $ 0.3 million and $ 1.5 million during the nine months ended September 30, 2021 and 2020, respectively.

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, 2021, the Company had no properties held for sale.

During the three and six months ended June 30, 2021, the Company had no property sales and no properties considered held for sale.

During the six months ended June 30, 2020, the Company sold three properties located in the Washington, D.C.

market for a total aggregate sales price of approximately $ 51.3 million, resulting in a gain of approximately $ 17.8 million.

As of September 30, 2021, the Company had entered into an agreement with a third-party purchaser to sell one property located in the New Jersey market for a sales price of approximately $ 32.7 million (net book value of approximately $ 18.3 million).

The sale of the property is subject to various closing conditions.

During the nine months ended September 30, 2021, the Company sold one property located in the Seattle market for a sales price of approximately $ 10.3 million, resulting in a gain of approximately $ 3.2 million.

During the nine months ended September 30, 2020, the Company sold three properties located in the Washington, D.C.

market for a total aggregate sales price of approximately $ 51.3 million, resulting in a gain of approximately $ 17.8 million, and one property located in the Miami market for a sales price of approximately $ 22.2 million, resulting in a gain of approximately $ 9.0 million.

Senior Secured Loan

1 unchanged sentence

The senior secured loan was secured by a portfolio of six improved land parcels located primarily in Newark, New Jersey.

As of June 30, 2021, the Company had $ 50.0 million of senior unsecured notes that mature in September 2022, $ 100.0 million of senior unsecured notes that mature in July 2024, $ 50.0 million of senior unsecured notes that mature in July 2026, $ 50.0 million of senior unsecured notes that mature in October 2027 and $ 100.0 million of senior unsecured notes that mature in December 2029 (collectively, the “Senior Unsecured Notes”), and a credit facility (the “Facility”), which consists of a $ 250.0 million unsecured revolving credit facility that matures in October 2022 and a $ 100.0 million term loan that matures in January 2022.

As of both June 30, 2021 and December 31, 2020, there were no borrowings outstanding on the revolving credit facility

and $ 100.0 million of borrowings outstanding on the term loan.

As of June 30, 2021, the Company had no interest rate caps.

As of September 30, 2021, the Company had $ 50.0 million of senior unsecured notes that mature in September 2022, $ 100.0 million of senior unsecured notes that mature in July 2024, $ 50.0 million of senior unsecured notes that mature in July 2026, $ 50.0 million of senior unsecured notes that mature in October 2027, $ 100.0 million of senior unsecured notes that mature in July 2028, $ 100.0 million of senior unsecured notes that mature in December 2029 and $ 50.0 million of senior unsecured notes that mature in July 2031 (collectively, the “Senior Unsecured Notes”).

On August 20, 2021, a subsidiary of the Company entered into a Sixth Amended and Restated Senior Credit Agreement (the “Amended Facility”) which consists of a $ 250.0 million revolving credit facility that matures in August 2025 (previously October 2022) and a $ 100.0 million term loan that matures in January 2027 (previously January 2022).

Among other things, the Amended Facility extended the maturity date of the revolving credit facility and the $ 100.0 million term loan.

As of both September 30, 2021 and December 31, 2020, there were no borrowings outstanding on the revolving credit facility and $ 100.0 million of borrowings outstanding on the term loan.

As of September 30, 2021, the Company had no interest rate caps.

As of December 31, 2020, the Company had one interest rate cap to hedge the variable cash flows associated with $ 50.0 million of its $ 100.0 million variable-rate term loan, which expired on May 4, 2021.

See “Note 9 - Derivative Financial Instruments” for more information regarding the Company’s interest rate cap.

The aggregate amount of the Facility may be increased to a total of up to $ 600.0 million, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts.

Outstanding borrowings under the Facility are limited to the lesser of (i) the sum of the $ 100.0 million term loan and the $ 250.0 million revolving credit facility, or (ii) 60.0 % of the value of the unencumbered properties.

Interest on the Facility, including the term loan, is generally to be paid based upon, at the Company’s option, either (i) LIBOR plus the applicable LIBOR margin or (ii) the applicable base rate which is the greatest of the administrative agent’s prime rate, 0.50 % above the federal funds effective rate, or thirty-day LIBOR plus the applicable LIBOR margin for LIBOR rate loans under the Facility plus 1.25 %.

The applicable LIBOR margin will range from 1.05 % to 1.50 % ( 1.05 % as of June 30, 2021) for the revolving credit facility and 1.20 % to 1.70 % ( 1.20 % as of June 30, 2021) for the $ 100.0 million term loan, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value.

The Facility requires quarterly payments of an annual facility fee in an amount ranging from 0.15 % to 0.30 %, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value.

The Facility and the Senior Unsecured Notes are guaranteed by the Company and by substantially all of the current and to-be-formed subsidiaries of the Company that own an unencumbered property.

The Facility and the Senior Unsecured Notes are unsecured by the Company’s properties or by interests in the subsidiaries that hold such properties.

The Facility and the Senior Unsecured Notes include a series of financial and other covenants with which the Company must comply.

The Company was in compliance with the covenants under the Facility and the Senior Unsecured Notes as of June 30, 2021 and December 31, 2020.

During the six months ended June 30, 2021, the Company fully repaid its $ 11.3 million mortgage loan payable.

The aggregate amount of the Amended Facility may be increased to a total of up to $ 650.0 million, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts.

Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the $ 100.0 million term loan and the $ 250.0 million revolving credit facility, or (ii) 60.0 % of the value of the unencumbered properties.

Interest on the Amended Facility, including the term loan, is generally to be paid based upon, at the Company’s option, either (i) LIBOR plus the applicable LIBOR margin or (ii) the applicable base rate which is the greatest of the administrative agent’s prime rate, 0.50 % above the federal funds effective rate, or thirty-day LIBOR plus the applicable LIBOR margin for LIBOR rate loans under the Amended Facility plus 1.25 %.

The applicable LIBOR margin will range from 1.00 % to 1.45 % ( 1.00 % as of September 30, 2021) for the revolving credit facility (previously 1.05 % to 1.50 %) and 1.15 % to 1.65 % ( 1.15 % as of September 30, 2021) for the $ 100.0 million term loan (previously 1.20 % to 1.70 %), 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 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 September 30, 2021 and December 31, 2020.

During the nine months ended September 30, 2021, the Company fully repaid its $ 11.3 million mortgage loan payable.

As of December 31, 2020, this mortgage loan payable, net of deferred financing costs, totaled approximately $ 11.3 million, and bore interest at a weighted average fixed annual rate of 5.5 %.

1 unchanged sentence

As of December 31, 2020, the total gross book value of the property securing the debt was approximately $ 32.7 million.

As of June 30, 2021, the Company did not have any encumbered properties.

The scheduled principal payments of the Company’s debt as of June 30, 2021 were as follows (dollars in thousands):

As of September 30, 2021, the Company did not have any encumbered properties.

The scheduled principal payments of the Company’s debt as of September 30, 2021 were as follows (dollars in thousands):

Facility Term Loan Senior

8 unchanged sentences

Weighted average interest rate n/a 1.3 % 3.4 % 3.1 %

The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of June 30, 2021.

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):

The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of September 30, 2021.

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):

2021 (3 months) $ 41,954

20 unchanged sentences

The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.

As of December 31, 2020, the Company had one 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.

As of September 30, 2020, the Company had one 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.

3 unchanged sentences

The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings into interest expense.

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, 2021 and 2020 (dollars in thousands):

For the Three Months Ended June 30, For the Six Months Ended June 30,

The following table presents the effect of the Company’s derivative financial instruments on its accompanying consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands):

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2021 2020 2021 2020

5 unchanged sentences

Financial Instruments Disclosed at Fair Value

As of June 30, 2021 and December 31, 2020, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated their carrying values because of the short-term nature of these investments or liabilities based on Level 1 inputs.

The fair values of the Company’s mortgage loans payable and Senior Unsecured Notes were estimated by calculating the present value of principal and interest payments, based on borrowing rates available to the Company, which are Level 2 inputs, adjusted with a credit spread, as applicable, and assuming the loans are outstanding through maturity.

The fair value of the Company’s Facility approximated its carrying value because the variable interest rates approximate market borrowing rates available to the Company, which are Level 2 inputs.

The following table sets forth the carrying value and the estimated fair value of the Company’s debt as of June 30, 2021 and December 31, 2020 (dollars in thousands):

As of September 30, 2021 and December 31, 2020, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated their carrying values because of the short-term nature of these investments or liabilities based on Level 1 inputs.

The fair values of the Company’s 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 September 30, 2021 and December 31, 2020 (dollars in thousands):

Fair Value Measurement Using

5 unchanged sentences

(Level 3) Carrying Value

June 30, 2021 $ 474,874 $ — $ 474,874 $ — $ 448,154

September 30, 2021 $ 623,267 $ — $ 623,267 $ — $ 596,623

December 31, 2020 $ 481,809 $ — $ 481,809 $ — $ 459,118

1 unchanged sentence

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 ($ 273.2 million remaining as of June 30, 2021) in amounts and at times to be determined by the Company from time to time.

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 ($ 223.2 million remaining as of September 30, 2021) 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, 2021, the Company issued an aggregate of 1,084,294 and 1,790,818 shares, respectively, of common stock at a weighted average offering price of $ 64.21 and $ 61.84 per share, respectively, under the Previous $300 Million ATM Program and the $ 300 Million ATM Program, resulting in net proceeds of approximately $ 68.6 million and $ 109.1 million, respectively, and paying total compensation to the applicable sales agents of approximately $ 1.0 million and $ 1.6 million, respectively.

During the three and

six months ended June 30, 2020, the Company issued an aggregate of 619,300 and 1,046,327 shares, respectively, of common stock at a weighted average offering price of $ 52.81 and $ 53.04 per share, respectively, under the Previous $ 300 Million ATM Program, resulting in net proceeds of approximately $ 32.2 million and $ 54.7 million, respectively, and paying total compensation to the applicable sales agents of approximately $ 0.5 million and $ 0.8 million, respectively.

During the three and nine months ended September 30, 2021, the Company issued an aggregate of 751,539 and 2,542,357 shares, respectively, of common stock at a weighted average offering price of $ 66.51 and $ 63.22 per share, respectively, under the Previous $300 Million ATM Program and the $ 300 Million ATM Program, resulting in net proceeds of approximately $ 49.3 million and $ 158.4 million, respectively, and paying total compensation to the applicable sales agents of approximately $ 0.7 million and $ 2.3 million, respectively.

During the three and nine months ended September 30, 2020, the Company issued an aggregate of 8,250 and 1,054,577 shares, respectively, of common stock at a weighted average offering price of $ 59.92 and $ 53.09 per share, respectively, under the Previous $300 Million ATM Program, resulting in net proceeds of approximately $ 0.5 million and $ 55.2 million, respectively, and paying total compensation to the applicable sales agents of approximately $ 7,000 and $ 0.8 million, respectively.

The Company has a share repurchase program authorizing the Company to repurchase up to 3,000,000 shares of its outstanding common stock from time to time through December 31, 2022.

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The program may be suspended or discontinued at any time.

As of June 30, 2021, the Company had not repurchased any shares of stock pursuant to its share repurchase program.

As of September 30, 2021, the Company had not repurchased any shares of stock pursuant to its share repurchase program.

In connection with the Annual Meeting of Stockholders on May 4, 2021, the Company granted a total of 10,362 shares of the Company's common unrestricted stock to its independent directors under the 2019 Plan with a grant date fair value per share of $ 63.70 .

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 $ 0.7 million in compensation costs for both the three and six months ended June 30, 2021 related to this issuance.

The Company recognized approximately $ 0 and $ 0.7 million, respectively, in compensation costs for the three and nine months ended September 30, 2021 related to this issuance.

The Company has a Non-Qualified Deferred Compensation Plan (“Deferred Compensation Plan”) maintained for the benefit of select employees and members of the Company’s Board of Directors, in which certain of their cash and equity-based compensation may be deposited.

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Subsequent changes in the fair value of the shares are not recognized.

During the three months ended June 30, 2021 and 2020 , 5,181 and 3,730 shares of common stock, respectively, and during the six months ended June 30, 2021 and 2020, 136,503 and 139,224 shares of common stock, respectively, were deposited into the Deferred Compensation Plan.

As of June 30, 2021, there were 1,898,961 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or Performance Share awards under the 2019 Plan, of which 1,074,159 were remaining available for issuance.

The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to June 30, 2021 ranged from $ 14.20 to $ 60.83 .

The fair value of the restricted stock that was granted during the six months ended June 30, 2021 was approximately $ 1.5 million and the vesting period for the restricted stock is typically between three and five years .

As of June 30, 2021, the Company had approximately $ 8.0 million of total unrecognized compensation costs related to restricted stock issuances, which is expected to be recognized over a remaining weighted average period of approximately 3.2 years.

The Company recognized compensation costs of approximately $ 0.7 million for both the three months ended June 30, 2021 and 2020, and approximately $ 1.3 million and $ 1.4 million for the six months ended June 30, 2021 and 2020, 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, 2021:

During both the three months ended September 30, 2021 and 2020 , no shares of common stock were deposited into the Deferred Compensation Plan and during the nine months ended September 30, 2021 and 2020, 136,503 and 139,224 shares of common stock, respectively, were deposited into the Deferred Compensation Plan.

As of September 30, 2021, there were 1,898,961 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or Performance Share awards under the 2019 Plan, of which 1,001,573 were remaining available for issuance.

The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to September 30, 2021 ranged from $ 14.20 to $ 68.20 .

The fair value of the restricted stock that was granted during the nine months ended September 30, 2021 was approximately $ 6.5 million and the vesting period for the restricted stock is typically between one and five years .

As of September 30, 2021, the Company had approximately $ 11.9 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 3.3 years.

The Company recognized compensation costs of approximately $ 1.0 million and $ 0.6 million for the three months ended September 30, 2021 and 2020, respectively, and approximately $ 2.4 million and $ 2.0 million for the nine months ended September 30, 2021 and 2020, respectively, related to the restricted stock issuances.

Restricted Stock Activity:

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Vested ( 13,336 ) 43.04

Non-vested shares outstanding as of June 30, 2021

Non-vested shares outstanding as of September 30, 2021

288,548 $ 55.86

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of June 30, 2021:

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of September 30, 2021:

Non-vested Shares Vesting Schedule Number of Shares

2021 (3 months) —

Thereafter 51,322

Total Non-vested Shares 288,548

Long-Term Incentive Plan:

As of June 30, 2021, there are three open performance measurement periods for the Performance Share awards:

As of September 30, 2021, there are three open performance measurement periods for the Performance Share awards:

January 1, 2019 to December 31, 2021, January 1, 2020 to December 31, 2022, and January 1, 2021 to December 31, 2023.

During the six months ended June 30, 2021, the Company issued 131,322 shares of common stock at a price of $ 55.75 per share related to the Performance Share awards for the performance period from January 1, 2018 to December 31, 2020.

During the nine months ended September 30, 2021, the Company issued 131,322 shares of common stock at a price of $ 55.75 per share related to the Performance Share awards for the performance period from January 1, 2018 to December 31, 2020.

The expense related to the open Performance Share awards granted prior to January 1, 2019 varies quarter to quarter based on the Company’s relative share price performance.

The following table summarizes certain information with respect to the Performance Share awards granted prior to January 1, 2019 (dollars in thousands):

Fair Value Performance Share Period Fair Value June 30, 2021 Accrual June 30, 2021 Expense for the Three Months Ended June 30, Expense for the Six Months Ended June 30,

Fair Value Performance Share Period Fair Value September 30, 2021 Accrual September 30, 2021 Expense for the Three Months Ended September 30, Expense for the Nine Months Ended September 30,

2021 2020 2021 2020

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The following table summarizes certain information with respect to the Performance Share awards granted on or after January 1, 2019 (dollars in thousands):

Performance Share 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 Expense for the Three Months Ended September 30, Expense for the Nine Months Ended September 30,

2021 2020 2021 2020

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Total $ 15,870 $ 1,322 $ 866 $ 3,967 $ 2,600

The following table sets forth the cash dividends paid or payable per share during the six months ended June 30, 2021:

The following table sets forth the cash dividends paid or payable per share during the nine months ended September 30, 2021:

For the Three Months Ended Security Dividend per

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June 30, 2021 Common stock $ 0.29 May 4, 2021 June 30, 2021 July 14, 2021

September 30, 2021 Common stock $ 0.34 August 3, 2021 October 1, 2021 October 15, 2021

Net Income (Loss) Per Share

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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 both the three and six months ended June 30, 2021 and 2020.

The Company had no antidilutive securities or dilutive restricted stock awards outstanding for both the three and nine months ended September 30, 2021 and 2020.

In accordance with the Company’s policies of determining whether instruments granted in share-based payment transactions are participating securities and accounting for earnings per share, the net income (loss) per common share is adjusted for earnings distributed through declared dividends (if any) and allocated to all participating securities (weighted average common shares outstanding and unvested restricted shares outstanding) under the two-class method.

Under this method, allocations were made to 216,025 and 438,595 of weighted average unvested restricted shares outstanding for the three months ended June 30, 2021 and 2020, respectively, and 213,897 and 436,567 of weighted average unvested restricted shares outstanding for the six months ended June 30, 2021 and 2020, respectively.

Under this method, allocations were made to 262,512 and 291,893 of weighted average unvested restricted shares outstanding for the three months ended September 30, 2021 and 2020, respectively, and 230,280 and 387,990 of weighted average unvested restricted shares outstanding for the nine months ended September 30, 2021 and 2020, respectively.

Performance Share awards which may be payable in shares of the Company’s common stock after the conclusion of each pre-established performance measurement period are included as contingently issuable shares in the calculation of diluted weighted average common shares of stock outstanding assuming the reporting period is the end of the measurement period, and the effect is dilutive.

Diluted shares related to the Performance Share awards were 228,177 and 223,047 for the three and six months ended June 30, 2021, respectively, and 407,139 for both the three and six months ended June 30, 2020.

Diluted shares related to the Performance Share awards were 236,076 and 227,695 for the three and nine months ended September 30, 2021, respectively, and 259,854 for both the three and nine months ended September 30, 2020.

Commitments and Contingencies

Contractual Commitments.

As of August 3, 2021, the Company has outstanding contracts with third-party sellers to acquire seven industrial properties for a total purchase price of $ 107.1 million There is no assurance that the Company will acquire the properties under contract because the proposed acquisitions are subject to due diligence and various closing conditions.

As of August 3, 2021, the Company has executed five non-binding letters of intent with third-party sellers to acquire five industrial properties for a total anticipated purchase price of approximately $ 59.9 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.

As of November 2, 2021, the Company has outstanding contracts with third-party sellers to acquire five industrial properties for a total purchase price of $ 94.2 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.

As of November 2, 2021, the Company has executed four non-binding letters of intent with third-party sellers to acquire four industrial properties for a total anticipated purchase price of approximately $ 175.3 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 purchase and sale agreements with respect to these properties or otherwise complete any such prospective purchases on the terms described or at all.

Subsequent Events

On July 14, 2021, the Company acquired one industrial property in Hawthorne, CA, for a total purchase price of approximately $ 8.1 million.

On October 1, 2021, the Company acquired one industrial property in Woodinville, Washington, for a total purchase price of approximately $ 23.6 million.

The property was acquired from an unrelated third party using existing cash on hand.

On July 14, 2021, the Company acquired one industrial property in Hialeah, FL, for a total purchase price of approximately $ 39.4 million.

On October 12, 2021, the Company acquired one industrial property in Brooklyn, New York, for a total purchase price of approximately $ 4.5 million.

The property was acquired from an unrelated third party using existing cash on hand.

On July 15, 2021, the Company issued in a private placement (i) $ 100.0 million of senior guaranteed green notes (the “Series A Notes”) and (ii) $ 50.0 million of senior guaranteed notes (the “Series B Notes” and, together with the Series A Notes, the “Notes”).

The Series A Notes bear interest at a fixed annual interest rate of 2.41 % and mature in July 2028, and the Series B Notes bear interest at a fixed annual interest rate of 2.84 % and mature in July 2031.

On October 12, 2021, the Company sold one industrial property in East Hanover, New Jersey, for a total sales price of approximately $ 32.7 million (net book value of approximately $ 18.3 million).

On October 14, 2021, the Company acquired one industrial property in Gardena, California, for a total purchase price of approximately $ 8.8 million.

The property was acquired from an unrelated third party using existing cash on hand.

On October 20, 2021, the Company acquired one industrial property in Elizabeth, New Jersey, for a total purchase price of approximately $ 44.0 million.

The property was acquired from an unrelated third party using existing cash on hand and proceeds from the Company’s revolving credit facility.

On October 29, 2021, the Company acquired one industrial property in San Jose, California, for a total purchase price of approximately $ 23.0 million.

The property was acquired from an unrelated third party using existing cash on hand.

On October 29, 2021, the Company acquired one industrial property in Alexandria, Virginia, for a total purchase price of approximately $ 9.0 million.

The property was acquired from an unrelated third party using existing cash on hand.

On October 28, 2021, the Company issued $ 125.0 million of senior guaranteed notes (the “ 2.38 % Notes”) in a private placement pursuant to a note purchase agreement entered into on August 17, 2021 with certain institutional investors.

The 2.38 % Notes bear interest of 2.38 % and mature in August 2030.

The 2.38 % Notes are guaranteed by the Company and by substantially all of the current and to-be-formed subsidiaries of the borrower that own an unencumbered property.

The Notes are unsecured by the Company’s properties or by interests in the subsidiaries that hold such properties.

The 2.38 % Notes are not secured by the Company's properties or by interests in the subsidiaries that hold such properties.

The 2.38 % Notes include a series of financial and other covenants with which the Company must comply.

On July 30, 2021, the Company acquired one industrial property in Orange, CA, for a total purchase price of approximately $ 9.3 million.

The property was acquired from an unrelated third party using existing cash on hand.

On August 3, 2021, the Company’s board of directors declared a cash dividend in the amount of $ 0.34 per share of its common stock payable on October 15, 2021 to the stockholders of record as of the close of business on October 1, 2021.

On November 2, 2021, the Company’s board of directors declared a cash dividend in the amount of $ 0.34 per share of its common stock payable on January 5, 2022 to the stockholders of record as of the close of business on December 15, 2021.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements