What changed in this filing

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Item 1. Financial Statements

2024-08-07 compared with 2024-05-08 · 133 added, 99 removed, 434 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands – except share and per share data)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Investments in real estate

21 unchanged sentences

Common stock:

$ 0.01 par value, 400,000,000 shares authorized, and 96,195,439 and 87,487,098 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively.

$ 0.01 par value, 400,000,000 shares authorized, and 96,212,243 and 87,487,098 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively.

Additional paid-in capital

1 unchanged sentence

Common stock held in deferred compensation plan:

508,663 and 508,663 shares at March 31, 2024 and December 31, 2023, respectively.

508,663 and 508,663 shares at June 30, 2024 and December 31, 2023, respectively.

( 31,788 ) ( 31,788 )

6 unchanged sentences

(in thousands – except share and per share data)

For the Three Months Ended March 31,

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

2024 2023 2024 2023

Rental revenues and tenant expense reimbursements $ 94,247 $ 79,535 $ 179,277 $ 154,186

23 unchanged sentences

(in thousands – except share data)

Three months ended March 31, 2024:

Six months ended June 30, 2024:

Common Stock Additional

12 unchanged sentences

Balance as of March 31, 2024 96,195,439 963 3,387,289 508,663 ( 31,788 ) 88,120 3,444,584

Three months ended March 31, 2023:

Net income — — — — — 35,696 35,696

Issuance of common stock, net of issuance costs of $ 0

11,385 1 — — — — 1

Forfeiture of common stock related to employee awards ( 7,013 ) — — — — — —

Common shares acquired related to employee awards ( 874 ) — ( 55 ) — — — ( 55 )

Issuance of restricted stock 13,306 — — — — — —

Stock-based compensation — — 3,988 — — — 3,988

Common stock dividends ($ 0.45 per share)

— — — — — ( 43,529 ) ( 43,529 )

Balance as of June 30, 2024 96,212,243 $ 964 $ 3,391,222 508,663 $ ( 31,788 ) $ 80,287 $ 3,440,685

Six months ended June 30, 2023:

Common Stock Additional

13 unchanged sentences

Balance as of March 31, 2023 82,609,838 827 2,552,660 512,459 ( 32,009 ) 78,394 2,599,872

Net income — — — — — 40,254 40,254

Issuance of common stock, net of issuance costs of $ 822

629,586 6 37,897 — — — 37,903

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

Stock-based compensation — — 3,805 — — — 3,805

Common stock dividends ($ 0.40 per share)

— — — — — ( 33,465 ) ( 33,465 )

Deposits to deferred compensation plan ( 2,080 ) — 125 2,080 ( 125 ) — —

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

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

2 unchanged sentences

(in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

25 unchanged sentences

Payments on credit facility — ( 49,000 )

Payment of deferred financing costs — ( 80 )

Dividends paid to common stockholders ( 82,570 ) ( 63,926 )

1 unchanged sentence

451,967 351,066

Net increase (decrease) in cash and cash equivalents and restricted cash

Net increase in cash and cash equivalents and restricted cash

16,214 31,938

17 unchanged sentences

Terreno Realty Corporation (“Terreno”, and together with its subsidiaries, the “Company”) acquires, owns and operates industrial real estate in six major coastal U.S.

Los Angeles, Northern New Jersey/New York City, San Francisco Bay Area, Seattle, Miami, and Washington, D.C.

Northern New Jersey/New York City;

San Francisco Bay Area;

Seattle and Washington, D.C.

All square feet, acres, occupancy and number of properties disclosed in these condensed notes to the consolidated financial statements are unaudited.

As of March 31, 2024, the Company owned 258 buildings aggregating approximately 15.8 million square feet, 45 improved land parcels consisting of approximately 152.4 acres, ten properties under development or redevelopment and approximately 45.5 acres of land for future development.

As of June 30, 2024, the Company owned 292 buildings aggregating approximately 18.1 million square feet, 45 improved land parcels consisting of approximately 152.4 acres, nine properties under development or redevelopment and approximately 35.4 acres of land for future development.

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

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.

An impairment charge to earnings is recognized for the excess of the asset’s carrying value over the lower of cost or the present values of expected cash flows over the expected hold period.

If 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.

If an asset is intended to be sold, impairment is determined using the estimated fair value less costs to sell.

6 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 months ended March 31, 2024 or 2023.

There were no impairment charges recorded to the carrying values of the Company’s properties during the three or six months ended June 30, 2024 or 2023.

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 $ 3.4 million and $ 3.5 million for the three months ended March 31, 2024 and 2023, respectively.

The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $ 4.5 million and $ 3.6 million for the three months ended June 30, 2024 and 2023, respectively, and approximately $ 7.8 million and $ 7.2 million for the six months ended June 30, 2024 and 2023, 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 March 31, 2024 was 6.3 years.

As of March 31, 2024 and December 31, 2023, the Company’s intangible assets and liabilities, including properties held for sale (if any), consisted of the following (dollars in thousands):

March 31, 2024 December 31, 2023

The remaining weighted average lease term related to these intangible assets and liabilities as of June 30, 2024 was 6.2 years.

As of June 30, 2024 and December 31, 2023, the Company’s intangible assets and liabilities, including properties held for sale (if any), consisted of the following (dollars in thousands):

June 30, 2024 December 31, 2023

Gross Accumulated

28 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 Three Months Ended March 31,

For the Six Months Ended June 30,

Cash and cash equivalents at beginning of period

6 unchanged sentences

Cash and cash equivalents and restricted cash 182,450 60,021

Net increase (decrease) in cash and cash equivalents and restricted cash $ 494,213 $ ( 14,424 )

Net increase in cash and cash equivalents and restricted cash $ 16,214 $ 31,938

Revenue Recognition.

6 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 March 31, 2024 and December 31, 2023, approximately $ 56.6 million and $ 56.1 million, respectively, of straight-line rent and accounts receivable, net of allowances of approximately $ 1.5 million and $ 1.2 million as of March 31, 2024 and December 31, 2023, respectively, were included as a component of other assets in the accompanying consolidated balance sheets.

As of June 30, 2024 and December 31, 2023, approximately $ 56.4 million and $ 56.1 million, respectively, of straight-line rent and accounts receivable, net of allowances of approximately $ 2.2 million and $ 1.2 million as of June 30, 2024 and December 31, 2023, 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 $ 13.9 million and $ 13.5 million as of March 31, 2024 and December 31, 2023, 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 $ 14.2 million and $ 13.5 million as of June 30, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024, include years 2020 to 2023 for federal purposes.

As of June 30, 2024 and December 31, 2023, 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, 2024, include years 2020 to 2023 for federal purposes.

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

22 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 March 31, 2024, the Company owned 44 buildings aggregating approximately 2.6 million square feet and 13 improved land parcels consisting of approximately 68.0 acres located in Northern New Jersey/New York City, which accounted for a combined percentage of approximately 24.9 % of its annualized base rent.

Such annualized base rent is based on contractual monthly base rent per the leases, for all buildings and improved land parcels, excluding any partial or full rent abatements as of March 31, 2024, multiplied by 12.

As of June 30, 2024, the Company owned 62 buildings aggregating approximately 3.5 million square feet and 13 improved land parcels consisting of approximately 68.0 acres located in Northern New Jersey/New York City, which accounted for a combined percentage of approximately 26.9 % of its annualized base rent.

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 March 31, 2024.

The Company had no tenant that accounted for greater than 10% of the Company's annualized base rent as of June 30, 2024.

Investments in Real Estate

During the three months ended March 31, 2024, the Company acquired two industrial properties with a total initial investment, including acquisition costs, of approximately $ 18.7 million, of which $ 15.1 million was recorded to land and $ 3.6 million to buildings and improvements.

The Company did not record any revenues or net income for the three months ended March 31, 2024 related to the 2024 acquisitions.

During the three months ended March 31, 2023, the Company acquired three industrial properties with a total initial investment, including acquisition costs, of approximately $ 406.7 million, of which $ 245.9 million was recorded to land, $ 143.0 million to buildings and improvements, and $ 17.8 million to intangible assets.

During the three months ended June 30, 2024, the Company acquired one industrial property and one portfolio of industrial properties, with a total initial investment, including acquisition costs, of approximately $ 472.8 million, of which $ 297.9 million was recorded to land, $ 143.5 million to buildings and improvements and $ 31.4 million to intangible assets.

Additionally, the Company assumed $ 22.4 million in liabilities.

The Company recorded revenues and net loss for the three months ended March 31, 2023 of approximately $ 0.3 million and $ 0.2 million, respectively, related to the 2023 acquisitions.

During the six months ended June 30, 2024, the Company acquired three industrial properties and one portfolio of industrial properties, with a total initial investment, including acquisition costs, of approximately $ 491.5 million, of which $ 313.0 million was recorded to land, $ 147.1 million to buildings and improvements, and $ 31.4 million to intangible assets.

Additionally, the Company assumed $ 22.4 million in liabilities.

The Company recorded revenues and net income for both the three and six months ended June 30, 2024 of approximately $ 6.5 million and $ 2.8 million, respectively, related to the 2024 acquisitions.

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

Additionally, the Company assumed $ 0.3 million in liabilities.

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

Additionally, the Company assumed $ 43.0 million in liabilities.

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

The above assets and liabilities were recorded at fair value, which uses Level 3 inputs.

The purchase price for each acquisition was allocated to the individual acquired assets and liabilities based on their relative fair values.

The properties were acquired from unrelated third parties using existing cash on hand, proceeds from property sales and issuances of common stock and borrowings on the revolving credit facility.

As of March 31, 2024, the Company had ten properties under development or redevelopment that, upon completion, will consist of eleven buildings aggregating approximately 1.6 million square feet and one approximately 2.8 -acre improved land parcel.

Additionally, the Company owned approximately 45.5 acres of land for future development that, upon completion, will consist of four buildings aggregating approximately 0.8 million square feet.

The following table summarizes certain

information with respect to the properties under development or redevelopment and the land for future development as of March 31, 2024:

As of June 30, 2024, the Company had nine properties under development or redevelopment that, upon completion, will consist of ten buildings aggregating approximately 1.1 million square feet and one approximately 2.8 -acre improved land parcel.

Additionally, the Company owned approximately 35.4 acres of land for future development that, upon completion, will consist of three buildings aggregating approximately 0.7 million square feet.

The following table summarizes certain information with respect to the properties under development or redevelopment and the land for future development as of June 30, 2024:

Property Name Location Total Expected

11 unchanged sentences

Hialeah, FL 43,802 178,201 —

Countyline Building 40 2

Hialeah, FL 41,968 186,107 —

Rancho Dominguez, CA 28,109 — 2.8

Hawthorne, CA 15,431 31,378 —

East Garry Avenue

Santa Ana, CA 40,553 91,500 —

Rancho Dominguez, CA 28,486 — 2.8

Paterson Plank III

Carlstadt, NJ 35,301 47,316 —

East Garry Avenue

Santa Ana, CA 40,513 91,500 —

139th Street 3

14 unchanged sentences

The Company expects a total incremental investment of approximately $ 64.0 million.

4 This development was completed on April 23, 2024.

5 On April 12, 2024, the Company commenced development of Countyline Building 31 in Countyline Phase IV.

Upon completion, which is expected to occur in the fourth quarter of 2024, Countyline Building 31 will consist of one approximately 162,000 square foot industrial building with a total expected investment of approximately $ 42.1 million.

The building is 100% pre-leased.

The lease will commence upon completion of the building and will expire in May 2032.

The Company capitalized interest associated with development, redevelopment, renovation or expansion activities of approximately $ 3.1 million and $ 0.7 million during the three months ended March 31, 2024 and 2023, respectively.

During 2024, the Company completed development of two properties.

The following table summarizes certain information with respect to the development properties completed during the six months ended June 30, 2024:

Property Name Location Total

Investment (in

Post-Development Square Feet Completion Quarter

Countyline Building 38 Hialeah, FL $ 88,500 506,215 Q2 2024

Countyline Building 40 Hialeah, FL 43,800 186,107 Q2 2024

Total/Weighted Average $ 132,300 692,322

1 Total investment for the properties include the initial purchase price, buyer’s due diligence and closing costs, redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization.

The Company capitalized interest associated with development, redevelopment, renovation or expansion activities of approximately $ 2.8 million and $ 2.3 million during the three months ended June 30, 2024 and 2023, respectively, and approximately $ 5.9 million and $ 2.9 million during the six months ended June 30, 2024 and 2023, respectively.

Held for Sale/Disposed Assets

1 unchanged sentence

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 March 31, 2024, the Company did not have any properties held for sale.

During the three months ended March 31, 2024, the Company sold one property located in the Seattle market for a sales price of approximately $ 11.0 million, resulting in a gain of approximately $ 5.7 million.

During the three months ended March 31, 2023, there were no properties sold.

As of both March 31, 2024 and December 31, 2023, the Company had $ 775.0 million of unsecured debt and no secured debt.

The following table summarizes the components of the Company’s indebtedness as of March 31, 2024 and December 31, 2023 (dollars in thousands):

March 31, 2024 December 31, 2023 Margin Above SOFR Interest Rate 1

As of June 30, 2024, the Company did not have any properties held for sale.

During the six months ended June 30, 2024, the Company sold one property located in the Seattle market for a sales price of approximately $ 11.0 million, resulting in a gain of approximately $ 5.7 million.

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

As of both June 30, 2024 and December 31, 2023, the Company had $ 775.0 million of unsecured debt and no secured debt.

The following table summarizes the components of the Company’s indebtedness as of June 30, 2024 and December 31, 2023 (dollars in thousands):

June 30, 2024 December 31, 2023 Margin Above SOFR Interest Rate 1

Contractual Maturity Date

25 unchanged sentences

Total $ 771,976 $ 771,563

1 Reflects the contractual interest rate under the terms of each loan as of March 31, 2024.

1 Reflects the contractual interest rate under the terms of each loan as of June 30, 2024.

Excludes the effects of unamortized debt issuance costs.

2 The interest rates on these loans are comprised of the Secured Overnight Financing Rate (“SOFR”) plus a SOFR margin.

The SOFR margins will range from 1.10 % to 1.55 % ( 1.10 % as of March 31, 2024) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of March 31, 2024) for the term loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value and includes a 10 basis points SOFR credit adjustment.

The SOFR margins will range from 1.10 % to 1.55 % ( 1.10 % as of June 30, 2024) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of June 30, 2024) for the term loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value and includes a 10 basis points SOFR credit adjustment.

3 Collectively, the “Senior Unsecured Notes”.

4 In July 2024, the Company repaid the $ 100.0 million tranche of 7 -year Senior Unsecured Notes using existing cash on hand.

The notes bore interest at 3.8 % and had an original maturity date of July 14, 2024.

The Company’s Sixth Amended and Restated Senior Credit Agreement (as amended, the “Amended Facility”) consists of a $ 400.0 million revolving credit facility that matures in August 2025, a $ 100.0 million term loan that matures in January 2027 and a $ 100.0 million term loan that matures in January 2028.

As of both March 31, 2024 and December 31, 2023, there were no borrowings outstanding on the revolving credit facility and $ 200.0 million of borrowings outstanding on the term loans.

As of both June 30, 2024 and December 31, 2023, there were no borrowings outstanding on the revolving credit facility and $ 200.0 million of borrowings outstanding on the term loans.

The aggregate amount of the Amended Facility may be increased by up to an additional $ 500.0 million to a maximum amount not to exceed $ 1.1 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts.

1 unchanged sentence

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

The applicable SOFR margin will range from 1.10 % to 1.55 % ( 1.10 % as of March 31, 2024) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of March 31, 2024) for the term loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value and includes a 10 basis points SOFR credit adjustment.

The Amended Facility requires quarterly payments of an annual facility fee

in an amount ranging from 0.15 % to 0.30 %, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value.

The applicable SOFR margin will range from 1.10 % to 1.55 % ( 1.10 % as of June 30, 2024) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of June 30, 2024) for the term loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value and includes a 10 basis points SOFR credit adjustment.

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

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

1 unchanged sentence

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 March 31, 2024 and December 31, 2023.

The scheduled principal payments of the Company’s debt as of March 31, 2024 were as follows (dollars in thousands):

The Company was in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of June 30, 2024 and December 31, 2023.

The scheduled principal payments of the Company’s debt as of June 30, 2024 were as follows (dollars in thousands):

Facility Term Loan Senior

9 unchanged sentences

Weighted average interest rate n/a 6.6 % 3.1 % 4.0 %

The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of March 31, 2024.

1 In July 2024, the Company repaid the $ 100.0 million tranche of 7 -year Senior Unsecured Notes using existing cash on hand.

The notes bore interest at 3.8 % and had an original maturity date of July 14, 2024.

The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of June 30, 2024.

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):

5 unchanged sentences

Financial Instruments Disclosed at Fair Value

As of March 31, 2024 and December 31, 2023, 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.

As of June 30, 2024 and December 31, 2023, 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 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 March 31, 2024 and December 31, 2023 (dollars in thousands):

The following table sets forth the carrying value and the estimated fair value of the Company’s debt as of June 30, 2024 and December 31, 2023 (dollars in thousands):

Fair Value Measurement Using

5 unchanged sentences

(Level 3) Carrying Value

March 31, 2024 $ 714,028 $ — $ 714,028 $ — $ 771,770

June 30, 2024 $ 719,441 $ — $ 719,441 $ — $ 771,976

December 31, 2023 $ 721,269 $ — $ 721,269 $ — $ 771,563

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 "$ 500 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 $ 500.0 million ($ 155.2 million remaining as of March 31, 2024) 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 "$ 500 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 $ 500.0 million ($ 155.2 million remaining as of June 30, 2024) in amounts and at times to be determined by the Company from time to time.

Prior to the implementation of the $ 500 Million ATM Program, the Company had a previous at-the-market equity offering program (the "$ 300 Million ATM Program"), which was substantially utilized as of September 5, 2023 and is no longer active.

Actual sales under the $ 500 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 months ended March 31, 2024, the Company issued an aggregate of 2,353,278 shares of common stock at a weighted average offering price of $ 64.00 per share under the $ 500 Million ATM Program, resulting in net proceeds of approximately $ 148.4 million and paying total compensation to the applicable sales agents of approximately $ 2.2 million.

During the three months ended March 31, 2023, the Company issued an aggregate of 350,000 shares of common stock at a weighted average offering price of $ 63.30 per share under the $ 300 Million ATM Program, resulting in net proceeds of approximately $ 21.8 million, and paying total compensation to the applicable sales agents of approximately $ 0.3 million.

During the three months ended June 30, 2024, the Company did not issue any common stock under the $ 500 Million ATM Program.

During the six months ended June 30, 2024, the Company issued an aggregate of 2,353,278 shares of common stock at a weighted average offering price of $ 64.00 per share under the $ 500 Million ATM Program, resulting in net proceeds of approximately $ 148.4 million and paying total compensation to the

applicable sales agents of approximately $ 2.2 million.

During the three and six months ended June 30, 2023, the Company issued an aggregate of 617,106 and 967,106 shares, respectively, of common stock at a weighted average offering price of $ 62.75 and $ 62.95 per share, respectively, under the $ 300 million ATM Program, resulting in net proceeds of approximately $ 38.2 million and $ 60.0 million, respectively, and paying total compensation to the applicable sales agents of approximately $ 0.6 million and $ 0.9 million, respectively.

On March 27, 2024, the Company completed a public offering of 6,325,000 shares of common stock at a price per share of $ 62.00 , which included the underwriters’ full exercise of their option to purchase an additional 825,000 shares.

The net proceeds of the offering were approximately $ 387.1 million after deducting the underwriting discount and offering costs of approximately $ 5.0 million.

The Company used the net proceeds for acquisitions subsequent to March 31, 2024, including the acquisition of an industrial property in Alexandria, Virginia and the acquisition of a portfolio of industrial properties comprised of 28 buildings located in New York City, Northern New Jersey, San Francisco Bay Area and Los Angeles.

The Company used the net proceeds for acquisitions.

On February 13, 2023, the Company completed a public offering of 5,750,000 shares of common stock at a price per share of $ 62.50 , which included the underwriters’ full exercise of their option to purchase an additional 750,000 shares.

1 unchanged sentence

The Company used the net proceeds for acquisitions.

In connection with the Annual Meeting of Stockholders on May 7, 2024, the Company granted a total of 11,385 unrestricted shares of the Company's common stock to its independent directors under the 2019 Plan with a grant date fair value per share of $ 54.90 .

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 $ 0.6 million in compensation costs for both the three and six months ended June 30, 2024 related to this issuance.

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, 2024.

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The program may be suspended or discontinued at any time.

As of March 31, 2024, the Company had not repurchased any shares of common stock pursuant to its share repurchase program.

As of June 30, 2024, the Company had not repurchased any shares of common stock pursuant to its share repurchase program.

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

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

During the three months ended March 31, 2024 and 2023, 0 and

94,794 shares of common stock, respectively, were deposited into the Deferred Compensation Plan.

During both the three months ended March 31, 2024 and 2023, there were no shares of common stock withdrawn from the Deferred Compensation Plan.

As of March 31, 2024, 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 455,910 were remaining and available for issuance.

The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to March 31, 2024 ranged from $ 14.20 to $ 78.33 .

The fair value of the restricted stock that was granted during the three months ended March 31, 2024 was approximately $ 3.3 million and the vesting period for the restricted stock is typically between three and five years .

As of March 31, 2024, the Company had approximately $ 15.4 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 3.0 years.

The Company recognized compensation costs of approximately $ 1.4 million for both the three months ended March 31, 2024 and 2023 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 three months ended March 31, 2024:

During the three months ended June 30, 2024 and 2023, 0 and 2,080 shares of common stock, respectively, were deposited into the Deferred Compensation Plan and during the six months ended June 30, 2024 and 2023, 0 and 96,874 shares of common stock, respectively, were deposited into the Deferred Compensation Plan.

During each of the three and six months ended June 30, 2024 and 2023, no shares of common stock were withdrawn from the Deferred Compensation Plan.

As of June 30, 2024, 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 438,232 were remaining and available for issuance.

The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to June 30, 2024 ranged from $ 14.20 to $ 78.33 .

The fair value of the restricted stock that was granted during the six months ended June 30, 2024 was approximately $ 4.1 million and the vesting period for the restricted stock is typically between three and five years .

As of June 30, 2024, the Company had approximately $ 13.8 million of total unrecognized compensation costs related to restricted stock issuances, which is expected to be recognized over a remaining weighted average period of approximately 2.8 years.

The Company recognized compensation costs of approximately $ 1.7 million and $ 1.5 million for the three months ended June 30, 2024 and 2023, respectively, and approximately $ 3.1 million and $ 2.9 million for the six months ended June 30, 2024 and 2023, respectively, related to the restricted stock issuances.

Restricted Stock Activity:

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Vested ( 43,526 ) 64.94

Non-vested shares outstanding as of March 31, 2024 422,563 $ 60.50

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of March 31, 2024:

Non-vested shares outstanding as of June 30, 2024 426,404 $ 60.32

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of June 30, 2024:

Non-vested Shares Vesting Schedule Number of Shares

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Long-Term Incentive Plan:

As of March 31, 2024, there were three open performance measurement periods for the Performance Share awards:

As of June 30, 2024, there were three open performance measurement periods for the Performance Share awards:

January 1, 2022 to December 31, 2024, January 1, 2023 to December 31, 2025, and January 1, 2024 to December 31, 2026.

During the three months ended March 31, 2024, the Company did not issue any shares of common stock related to the Performance Share awards for the performance period from January 1, 2021 to December 31, 2023.

During the six months ended June 30, 2024, the Company did not issue any shares of common stock related to the Performance Share awards for the performance period from January 1, 2021 to December 31, 2023.

The following table summarizes certain information with respect to the Performance Share awards granted on or after January 1, 2019 and includes the forfeiture of certain of the Performance Share awards during 2024 (dollars in thousands):

Performance Share Period Fair Value on Date of Grant 1

Expense for the Three Months Ended March 31,

Expense for the Three Months Ended June 30,

Expense for the Six Months Ended June 30,

2024 2023 2024 2023

January 1, 2021 - December 31, 2023 $ 4,820 $ — $ 402 $ — $ 804

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Total $ 28,282 $ 1,663 $ 1,637 $ 3,574 $ 3,274

1 Reflects the fair value on date of grant for all performance shares outstanding at March 31, 2024.

The following table sets forth the cash dividends paid or payable per share during the three months ended March 31, 2024:

1 Reflects the fair value on date of grant for all performance shares outstanding at June 30, 2024.

The following table sets forth the cash dividends paid or payable per share during the six months ended June 30, 2024:

For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid

March 31, 2024 Common Stock $ 0.45 February 6, 2024 March 28, 2024 April 5, 2024

June 30, 2024 Common Stock $ 0.45 May 7, 2024 June 28, 2024 July 12, 2024

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 the three months ended March 31, 2024 and 2023.

The Company had no antidilutive securities or dilutive restricted stock awards outstanding for the three and six months ended June 30, 2024 and 2023.

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 429,583 and 373,985 of weighted average unvested restricted shares outstanding for the three months ended March 31, 2024 and 2023, respectively.

Under this method, allocations were made to 439,993 and 374,514 of weighted average unvested restricted shares outstanding for the three months ended June 30, 2024 and 2023, respectively, and 434,788 and 374,251 of weighted average unvested restricted shares outstanding for the six months ended June 30, 2024 and 2023, 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 562,278 and 448,856 for the three months ended March 31, 2024 and 2023, respectively.

Diluted shares related to the Performance Share awards were 116,384 and 0 for the three months ended June 30, 2024 and 2023, respectively, and 368,202 and 246,239 for the six months ended June 30, 2024 and 2023, respectively.

Subsequent Events

On April 12, 2024, the Company commenced development of Countyline Building 31 in Hialeah, Florida.

The building is 100% pre-leased.

The lease will commence upon completion of the building and will expire in May 2032.

On April 15, 2024, the Company acquired one industrial property in Alexandria, Virginia for a total purchase price of approximately $ 84.3 million.

In July 2024, the Company repaid the $ 100.0 million tranche of 7-year Senior Unsecured Notes using existing cash on hand.

The notes bore interest at 3.8 % and had an original maturity date of July 14, 2024.

On August 1, 2024, the Company acquired one industrial property in Washington, D.C.

for a total purchase price of approximately $ 7.6 million.

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

On April 23, 2024, the Company completed the development of Countyline Building 38 in Hialeah, Florida.

Countyline Building 38 consists of one approximately 506,000 square foot industrial building with a total investment of approximately $ 88.5 million.

The building is 100% leased through November 2034.

On May 2, 2024, the Company acquired a portfolio of industrial properties located in New York City, Northern New Jersey, San Francisco Bay Area and Los Angeles for a total purchase price of approximately $ 364.5 million.

The portfolio is comprised of 28 buildings totaling approximately 1.2 million square feet.

On May 7, 2024, the Company’s board of directors declared a cash dividend in the amount of $ 0.45 per share of its common stock payable on July 12, 2024 to the stockholders of record as of the close of business on June 28, 2024.

On August 6, 2024, the Company’s board of directors declared a cash dividend in the amount of $ 0.49 per share of its common stock payable on October 11, 2024 to the stockholders of record as of the close of business on September 30, 2024.

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