What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-02-05 compared with 2024-02-07 · 164 added, 153 removed, 467 unchanged (40% of the section changed)

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We acquire, own and operate 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.

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

We invest in several types of industrial real estate, including warehouse/distribution (approximately 79.7% of our total annualized base rent as of December 31, 2024), flex (including light industrial and research and development, or R&D) (approximately 3.4%), transshipment (approximately 6.0%) and improved land (approximately 10.9%).

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Infill locations are geographic locations surrounded by high concentrations of already developed land and existing buildings.

As of December 31, 2023, we owned a total of 259 buildings aggregating approximately 16.0 million square feet, 45 improved land parcels consisting of approximately 152.4 acres, seven properties under development or redevelopment and approximately 62.7 acres of land entitled for future development.

As of December 31, 2024, we owned a total of 299 buildings (including one building held for sale) aggregating approximately 19.3 million square feet, 47 improved land parcels consisting of approximately 150.6 acres, six properties under development or redevelopment and approximately 22.4 acres of land entitled for future development.

As of December 31, 2024, our buildings and improved land parcels were approximately 97.4% and 95.1% leased, respectively, to 670 customers, the largest of which accounted for approximately 5.5% of our total annualized base rent.

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We acquire, own and operate 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.

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

We invest in several types of industrial real estate, including warehouse/distribution, flex (including light industrial and R&D), transshipment and improved land.

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We have no current intention to acquire undeveloped or unimproved industrial land or to pursue greenfield ground up development.

Nevertheless, we pursue development, redevelopment, renovation and expansion opportunities of properties that

we own, acquire properties and improved land parcels with the intent to redevelop in the near-term, and acquire adjacent land to expand our existing facilities.

Nevertheless, we pursue development, redevelopment, renovation and expansion opportunities of properties that we own, acquire properties and improved land parcels with the intent to redevelop in the near-term, and acquire adjacent land to expand our existing facilities.

We expect that we will continue to acquire the significant majority of our investments as equity interests in individual properties or portfolios of properties.

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Acquisition Activity

During 2023, we acquired seven industrial properties for a total purchase price of approximately $484.0 million.

The properties were acquired from unrelated third parties using existing cash on hand, net proceeds from dispositions, net proceeds from the issuance of common stock and debt.

During 2024, we acquired eight industrial properties and one portfolio of industrial properties for a total purchase price of approximately $884.5 million.

The properties were acquired from unrelated third parties using existing cash on hand, net proceeds from dispositions, net proceeds from the issuance of common stock, debt, and net of an assumed mortgage loan payable.

The following table sets forth the industrial properties we acquired during 2024:

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Buildings Square

Feet Improved Land Acreage Purchase Price

Feet Purchase Price

(in thousands) 1

Countyline Phase IV 3

Hialeah, FL February 23, 2023 — — 121.0 $ 173,600 5.7 %

9th Street Long Island City, NY March 6, 2023 1 45,000 — 23,000 5.2 %

Morton Newark, CA March 30, 2023 4 603,000 — 186,000 4.6 %

25th Place NE Washington DC May 23, 2023 1 33,000 — 13,400 5.3 %

East Garry Avenue 4

Santa Ana, CA September 6, 2023 — — 4.9 14,800 5.1 %

Santa Fe Redondo Beach, CA October 10, 2023 2 112,000 — 45,700 5.3 %

Van Dyke Red Hook, Brooklyn, NY October 11, 2023 1 96,000 — 27,500 6.4 %

13045 SE 32nd Street

Bellevue, WA January 5, 2024 1 16,000 $ 6,500 5.8 %

181 Lombardy Brooklyn, NY March 22, 2024 1 24,000 12,000 5.7 %

Fleet Alexandria, VA April 15, 2024 4 357,000 84,300 5.3 %

Multi-market portfolio of industrial properties 4

Various May 2, 2024 28 1,237,600 364,500 5.0 %

3000 V Street NE

Washington, D.C.

August 1, 2024 1 26,000 7,600 5.6 %

48-29 31st Pl Queens, NY December 5, 2024 1 17,000 7,600 5.7 %

280 Richards Street 3

Brooklyn, NY December 11, 2024 1 312,000 156,300 4.8 %

Doral Air Logistics Doral, FL December 27, 2024 3 495,000 195,600 4.6 %

49-15 Maspeth Avenue Queens, NY December 27, 2024 1 33,000 50,100 4.5 %

Total/Weighted Average 41 2,517,600 $ 884,500 4.9 %

1 Excludes intangible liabilities.

The total aggregate initial investment was approximately $512.5 million, including $6.1 million in capitalized closing costs and acquisition costs and $42.9 million in assumed intangible liabilities and $20.5 million in other credits related to near term capital expenditures, free rent and tenant improvements at multiple properties.

1 Excludes intangible liabilities and unamortized mortgage fair value adjustments, if any.

The total aggregate initial investment was approximately $937.9 million, including $11.2 million in capitalized closing costs and acquisition costs and $49.5 million in assumed intangible liabilities, $3.7 million in assumed unamortized fair value adjustment and $3.6 million in other credits related to near term capital expenditures, free rent and tenant improvements at multiple properties.

2 Stabilized capitalization rates, referred to herein as stabilized cap rates, are calculated, at the time of acquisition, as annualized cash basis net operating income for the property stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property.

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These stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in this Annual Report on Form 10-K and in our other public filings.

3 Countyline Phase IV is a 121-acre project entitled for 2.2 million square feet of industrial distribution buildings located in Miami’s Countyline Corporate Park (“Countyline”), immediately adjacent to our seven buildings within Countyline.

Countyline Phase IV, a landfill redevelopment adjacent to Florida’s Turnpike and the southern terminus of I-75, is expected to contain ten LEED-certified industrial distribution buildings at completion.

4 East Garry Avenue is a 4.9-acre property that was placed into redevelopment upon acquisition.

The property is expected to contain one approximately 92,000 square foot LEED-certified industrial distribution building at completion.

3 280 Richards Street is encumbered by a mortgage loan payable with a total contractual principal amount of approximately $72.9 million which bears interest at a contractual fixed interest rate of 3.9% and matures in March 2028.

The mortgage was assumed in an acquisition and was recorded at fair value in the amount of $69.2 million using an effective interest rate of 5.6%.

The unamortized fair value adjustment as of December 31, 2024 was approximately $3.6 million.

4 Includes 28 properties, including 12 buildings located in New York City aggregating approximately 481,500 square feet, 6 buildings located in Northern New Jersey aggregating approximately 343,200 square feet, 3 buildings located in

the San Francisco Bay Area aggregating approximately 237,900 square feet and 7 buildings located in Los Angeles aggregating approximately 175,000 square feet.

Development and Redevelopment Activity

As of December 31, 2023, we had seven properties under development or redevelopment that, upon completion, will consist of six buildings aggregating approximately 1.0 million square feet and one approximately 2.8-acre improved land parcel.

Additionally, we owned approximately 62.7 acres of land entitled for future development that, upon completion, will consist of six buildings aggregating approximately 1.1 million square feet.

As of December 31, 2024, we had six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet.

Additionally, we owned approximately 22.4 acres of land entitled for future development that, upon completion, will consist of two buildings aggregating approximately 0.4 million square feet.

The following table summarizes certain information with respect to the properties under development or redevelopment and the land entitled for future development as of December 31, 2024:

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Stabilized Cap

Estimated Post-Development Square Feet Estimated Post-Development Acreage Estimated

Estimated Post-Development Square Feet Estimated

Stabilization

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Countyline Phase IV 4

Countyline Building 38 4

$ 88,800 $ 71,431 5.0 % 506,215 — Q2 2024 100.0 %

Countyline Building 39 4

43,802 34,604 5.8 % 178,201 — Q3 2024 — % 5

Countyline Building 40 4

41,968 33,220 6.0 % 186,107 — Q4 2024 76.7 %

28,071 23,857 4.4 % — 2.8 Q4 2024 — %

18,095 10,694 6.1 % 31,378 — Q4 2024 — %

East Garry Avenue

40,553 19,839 5.1 % 91,500 — Q1 2025 100.0 %

Paterson Plank III

Countyline Building 32 $ 40,100 $ 33,000 6.0 % 164,300 Q4 2025 50.0 %

Countyline Building 33 39,000 34,600 5.9 % 158,000 Q4 2025 66.6 %

Countyline Building 34 55,900 23,900 5.7 % 219,900 Q4 2025 69.5 %

East Garry Avenue 41,000 32,300 5.1 % 91,500 Q1 2025 100.0 %

Paterson Plank III 35,200 34,200 3.8 % 47,300 Q2 2025 — %

139th Street 5

104,600 41,200 6.1 % 223,000 Q4 2027 — %

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Countyline Phase IV 4

Countyline Phase IV Land 4

295,700 101,044 6.0 % 1,137,121 — 2025-2027 n/a

Countyline Phase IV Land $ 117,100 $ 38,100 6.0 % 433,200 2026-2027 n/a

Total $ 117,100 $ 38,100 6.0 % 433,200 n/a

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We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of lease intangibles.

These estimated stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to

stabilized cap rates and those risk factors contained in this Annual Report on Form 10-K and in our other public filings.

4 Collectively, “Countyline Phase IV”, a 121-acre project entitled for 2.2 million square feet of industrial distribution buildings located in Countyline, immediately adjacent to our seven buildings within Countyline.

4 “Countyline Phase IV” is a 121-acre project entitled for 2.2 million square feet of industrial distribution buildings located in Miami’s Countyline Corporate Park (“Countyline”), immediately adjacent to our seven buildings within Countyline.

5 In January 2024, we pre-leased 100% of Countyline Building 39.

The ten-year lease is an expansion of an existing tenant and will commence upon completion of the building.

During 2023, we completed development and redevelopment of two properties.

5 This redevelopment property was initially acquired in 2017 for a total initial investment, including closing costs and acquisition costs, of approximately $39.9 million.

The property was in the operating portfolio until January 2024 when redevelopment commenced.

The amount spent to date includes the total initial investment and capital expenditures incurred prior to redevelopment and excludes accumulated depreciation recorded since acquisition.

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

During 2024, we completed development and redevelopment of six properties.

The following table summarizes certain information with respect to the completed development and redevelopment properties during the year ended December 31, 2024:

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Post-Development Square Feet Post-Development Acreage Completion Quarter

Berryessa San Jose, CA $ 26,296 4.9 % — 6.3 Q2 2023

Countyline Building 31 Hialeah, FL $ 42,100 6.0 % 161,787 — Q4 2024

Countyline Building 38 Hialeah, FL 88,500 5.0 % 506,215 — Q2 2024

Countyline Building 39 Hialeah, FL 43,800 5.8 % 178,201 — Q3 2024

Countyline Building 40 Hialeah, FL 43,800 6.3 % 186,107 — Q2 2024

147th Street Hawthorne, CA 15,600 5.6 % 31,378 — Q4 2024

Maple III Rancho Dominguez, CA 28,300 2.3 % — 2.8 Q4 2024

Total/Weighted Average $ 262,100 5.3 % 1,063,688 2.8

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Disposition Activity

During the year ended December 31, 2023, we sold two properties located in the Northern New Jersey/New York City market for a total aggregate sales price of approximately $43.2 million, resulting in a gain of approximately $21.9 million, one property located in the Washington, D.C.

market for a sales price of approximately $18.0 million, resulting in a gain of approximately $9.7 million and one property located in the Los Angeles market for a sales price of approximately $15.9 million, resulting in a gain of approximately $6.6 million.

During the year ended December 31, 2024, we sold four properties for a total aggregate sales price of approximately $74.4 million, resulting in a total aggregate gain of approximately $45.4 million.

The following table sets forth the markets in which the industrial properties were sold during 2024:

Market Number of Properties Total Sales Price Total Gain

New York City/Northern New Jersey 1 $ 29,800 $ 17,200

Miami 1 20,600 14,500

San Francisco Bay Area 1 13,000 8,000

Seattle 1 11,000 5,700

Total 4 $ 74,400 $ 45,400

The following summarizes the condensed results of operations of the properties sold during the year ended December 31, 2024 for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands):

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Income from operations $ 1,291 $ 2,048 $ 2,020

Public Offering

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

Public Equity Offering

On March 27, 2024, we 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.

We used the net proceeds for acquisitions.

We have an at-the-market equity offering program (the "$500 Million ATM Program") pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $500.0 million ($305.8 million remaining as of December 31, 2023) in amounts and at times as we determine from time to time.

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

Credit Facility

On September 24, 2024, we entered into the Third Amendment to the Sixth Amended and Restated Senior Credit Agreement (as amended, the “Amended Facility”) in order to, among other things, (i) increase the borrowing capacity of the revolving credit facility by $200.0 million to $600.0 million and (ii) extend the maturity date of the revolving credit facility from August 2025 to January 2029.

See “Note 6 - Debt” in our notes to consolidated financial statements for more information regarding the Amended Facility.

Senior Unsecured Notes

In July 2024, we repaid the $100.0 million tranche of our 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.

We have an at-the-market equity offering program (the "$500 Million ATM Program") pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $500.0 million (approximately $438.3 million remaining as of December 31, 2024) in amounts and at times as we determine from time to time.

Prior to the implementation of the $500 Million ATM Program, we had a previous at-the-market equity offering program (the "Previous $500 Million ATM Program"), which was substantially utilized as of August 27, 2024 and which is no longer active.

We intend to use the net proceeds from the offering of the shares under the $500 Million ATM Program, if any, for general corporate purposes, which may include future acquisitions, developments and redevelopments and repayment of indebtedness, including borrowings under our revolving credit facility.

During 2023, we issued an aggregate of 5,152,279 shares of common stock at a weighted average offering price of $61.15 per share under the $300 Million ATM Program and the $500 Million ATM Program, resulting in net proceeds of approximately $310.5 million and paying total compensation to the applicable sales agents of approximately $4.6 million.

During the three months ended December 31, 2024, we did not issue any common stock under the $500 Million ATM Program.

During the year ended December 31, 2024, we issued an aggregate of 5,329,544 shares of common stock at a weighted average offering price of $66.62 per share under the $500 Million ATM Program and Previous $500 Million ATM Program, resulting in net proceeds of approximately $349.9 million and paying total compensation to the applicable sales agents of approximately $5.1 million.

Share Repurchase Program

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September 30, 2024 Common Stock $ 0.49 August 6, 2024 September 30, 2024 October 11, 2024

December 31, 2023 Common Stock $ 0.45 October 31, 2023 December 15, 2023 January 5, 2024

December 31, 2024 Common Stock $ 0.49 November 5, 2024 December 13, 2024 January 7, 2025

Contractual Commitments

As of February 6, 2024, we had one outstanding contract with a third-party seller to acquire one industrial property for a total purchase price of approximately $12.0 million, as described under the heading “Material Cash Commitments” in this Annual Report on Form 10-K.

There is no assurance that we will acquire the property under contract because the proposed acquisition is subject to the completion of satisfactory due diligence and various closing conditions.

Current operating conditions in our six markets for our business have slowed over the last year, yet remain good within our submarkets.

As of February 4, 2025, we had no outstanding contracts or non-binding letters of intent to acquire industrial properties as described under the heading “Material Cash Commitments” in this Annual Report on Form 10-K.

Current operating conditions in our six markets for our business have slowed over the last two years yet there are reasons for optimism within our submarkets.

We believe that on average, the rental rates we are likely to achieve on new or renewed leases for our 2025 expirations will be above the rates currently paid for the same space.

However, new speculative development continues.

This new development will slow potential rent growth from what it would be without such new development.

Notwithstanding, new speculative development continues which will slow potential rent growth from what it would be without such new development.

We see attractive acquisition opportunities.

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We will continue to sell assets and redeploy the capital to enhance NAV per share growth or return the capital to shareholders.

We entered 2024 with our balance sheet exceedingly well positioned for growth as we have no balance outstanding on our $400.0 million revolving credit facility and a cash balance of approximately $165.4 million.

We entered 2025 with our balance sheet exceedingly well positioned for growth as we have $82.0 million outstanding on our $600.0 million revolving credit facility and a cash balance of approximately $18.1 million.

Within our six markets we have increasingly focused on urban infill locations.

While our net growth will remain limited to a size where we can make directly informed operational decisions, we feel more strongly today than we did thirteen years ago about the long-term investment merits of our strategy and the growth opportunities ahead.

While our net growth will remain limited to a size where we can make directly informed operational decisions, we feel more strongly today than we did fifteen years ago about the long-term investment merits of our strategy and the growth opportunities ahead.

We are mindful, always, that it is per share rather than aggregate results that matter.

We believe in the long-term operating prospects of our functional, extremely infill coastal assets.

We believe in the long-term prospects of our functional, extremely infill coastal assets.

We believe in sound balance sheet management.

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Our outlook is subject to the risks set forth in this Annual Report on Form 10-K, including the risks set form in “Item 1A - Risk Factors”.

economy experienced a significant increase in inflation rates throughout 2022 and 2023.

A wide variety of industries and sectors have been, and will continue to be, affected by increasing commodity prices.

In recent years, inflation has increased construction costs, including tenant improvements and capital projects, goods and labor, and operating costs.

economy experienced a significant increase in inflation rates in recent years.

While inflation levels began to decrease in 2024, they remain elevated relative to the years preceding 2021.

A wide variety of industries and sectors have been, and will continue to be, affected by recently increasing commodity prices.

Elevated inflation has, and may continue to, result in increased construction costs, including tenant improvements and capital projects, goods and labor, and operating costs.

Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation.

In addition, leases with respect to approximately 72.5% of our total rentable square feet expire within five years which enables us to seek to replace existing leases with new leases at the then-existing market rate.

In addition, leases with respect to approximately 71.6% of our total rentable square feet and improved land acerage expire within five years which enables us to seek to replace existing leases with new leases at the then-existing market rate.

Financial Condition and Results of Operations

We derive substantially all of our revenues from rents received from tenants under existing leases on each of our properties.

These revenues include fixed base rents and recoveries of certain property operating expenses that we have incurred and that we pass through to the individual tenants.

Approxi m ately 95.7% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases.

These revenues include fixed base rents and recoveries of certain property operating expenses that we have incurred

and that we pass through to the individual tenants.

Approximately 97.3% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases.

Lease terms typically range from three to ten years.

Our primary cash expenses consist of our property operating expenses, which include:

real estate taxes, repairs and maintenance, management expenses, insurance, utilities, general and administrative expenses, which include compensation costs, office expenses, professional fees and other administrative expenses, acquisition costs, which include third-party costs paid to brokers and consultants, and interest expense, primarily on our revolving credit facility, term loans and senior unsecured notes.

Our consolidated results of operations often are not comparable from period to period due to the impact of property acquisitions at various times during the course of such periods.

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As of December 31, 2024, the same store pool consisted of 242 buildings aggregating approximately 14.5 million square feet representing approximately 75.5% of our total square feet owned and 44 improved land parcels consisting of approximately 139.5 acres representing approximately 92.6% of our total acreage owned.

As of December 31, 2023, the non-same store properties, which we acquired, developed or redeveloped, or sold during 2023 and 2022 or were held for sale or in development or redevelopment as of December 31, 2023, consisted of 35 buildings aggregating approximately 3.0 million square feet, nine improved land parcels consisting of approximately 38.7 acres, seven properties under development or redevelopment and approximately 62.7 acres of land entitled for future development.

As of December 31, 2024, the non-same store properties, which we acquired, developed or redeveloped, or sold during 2024 and 2023 or were held for sale or in development or redevelopment as of December 31, 2024, consisted of 57 buildings (including one building held for sale) aggregating approximately 4.7 million square feet, three improved land parcels consisting of approximately 11.1 acres, six properties under development or redevelopment and approximately 22.4 acres of land for future development.

As of December 31, 2024 and 2023, our consolidated same store pool occupancy was approximately 98.3% and 98.5%, respectively.

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Gain on sales of real estate investments 45,379 38,156 7,223 18.9 %

Total other income (expense) 18,324 89,125 (70,801) (79.4) %

Total other (expense) income 36,541 18,324 18,217 99.4 %

Net income $ 184,497 $ 151,457 $ 33,040 21.8 %

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See “Note 2 - Significant Accounting Policies” in our notes to consolidated financial statements for more information regarding our adoption of this standard.

2 Includes 2022 and 2023 acquisitions and dispositions, nine improved land parcels, seven properties under development or redevelopment and approximately 62.7 acres of land entitled for future development.

2 Includes 2024 and 2023 acquisitions and dispositions, three improved land parcels, six properties under development or redevelopment, approximately 22.4 acres of land entitled for future development and one building held for sale as of December 31, 2024.

3 Includes straight-line rents and amortization of lease intangibles.

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Total revenues increased approximately $59.0 million for the year ended December 31, 2024 compared to the prior year due primarily to increased revenue on new and renewed leases and property acquisitions during 2024 and 2023.

Cash rents on new and renewed leases totaling approximately 2.1 million square feet and 11.4 acres commencing during the year ended December 31, 2023 increased approximately 55.5% compared to the prior year.

Cash rents on new and renewed leases totaling approximately 2.3 million square feet and 22.5 acres commencing during the year ended December 31, 2024 increased approximately 36.5% compared to the previous rental rates for that same space in the prior year.

For the years ended December 31, 2024 and 2023, approximately $8.3 million and $7.7 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $0.7 million and $0.6 million, respectively, was recorded in lease termination revenue.

The increase in total revenues for the year ended December 31, 2024 was partially offset by a decrease in occupancy for the operating portfolio, as a result of acquired vacancy.

Additionally, total revenues for the years ended December 31, 2024 and 2023 were partially offset by approximately $2.8 million and $1.1 million, respectively, of bad debt expense.

Property operating expenses.

Total property operating expenses increased approximately $19.0 million during the year ended December 31, 2024 compared to the prior year.

The increase in total property operating expenses was primarily due to an increase of approximately $7.3 million attributable to property acquisitions during 2023 and 2022 as well as increases in insurance premiums and real estate taxes related to annual rate increases.

The increase in total property operating expenses was primarily due to increases in insurance premiums and real estate taxes.

Depreciation and amortization.

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General and administrative expenses.

General and administrative expenses increased approximately $6.7 million for the year ended December 31, 2023 compared to the prior year primarily due to increased compensation expenses including increased restricted stock amortization, LTIP expense and bonus expense, and an increase in the number of employees and salaries compared to the prior year.

Acquisition costs and other.

Acquisition costs and other decreased approximately $1.2 million during the year ended December 31, 2023 compared to the prior year primarily due to environmental remediation at our Avenue A property of approximately $1.0 million during the year ended December 31, 2022 .

General and administrative expenses increased approximately $4.7 million for the year ended December 31, 2024 compared to the prior year primarily due to increased compensation expenses including increased restricted stock amortization, LTIP expense and bonus expense, and an increase in the number of employees and salaries compared to the prior year as well as expenses related to our New York City office which opened in 2024.

Interest and other income.

Interest and other income increased approximately $4.2 million during the year ended December 31, 2023 compared to the prior year primarily due to higher interest rates on our cash and cash equivalent balances.

Interest and other income increased approximately $7.1 million during the year ended December 31, 2024 compared to the prior year primarily due to higher cash and cash equivalent balances throughout 2024.

Interest expense, including amortization.

Interest expense increased approximately $0.9 million for the year ended December 31, 2023 compared to the prior year.

This was primarily due to higher average interest rates on the unsecured term loans and credit facility, partially offset by an increase in capitalized interest for the development and redevelopment properties during the year ended December 31, 2023.

Interest expense decreased approximately $3.9 million for the year ended December 31, 2024 compared to the prior year.

This was primarily due to an increase in capitalized interest for the development and redevelopment properties, and lower outstanding debt due to the repayment of the $100 million tranche of 7-year Senior Unsecured Notes during the year ended December 31, 2024.

Gain on sales of real estate investments.

Gain on sales of real estate investments decreased approximately $74.0 million for the year ended December 31, 2023 compared to the prior year.

We recognized an aggregate gain of approximately $38.2 million from the sale of four properties during the year ended December 31, 2023, as compared to an aggregate gain of approximately $112.2 million from the sale of four properties in the prior year.

Gain on sales of real estate investments increased approximately $7.2 million for the year ended December 31, 2024 compared to the prior year.

We recognized an aggregate gain of approximately $45.4 million from the sale of four properties during the year ended December 31, 2024, as compared to an aggregate gain of approximately $38.2 million from the sale of four properties during the prior year.

Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022:

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We intend to preserve a flexible capital structure with a long-term goal to maintain our investment grade rating and be in a position to issue additional unsecured debt and perpetual preferred stock.

Fitch Ratings assigned us an issuer rating of BBB with a positive outlook.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.

Fitch Ratings assigned us an issuer rating of BBB+ with a stable outlook.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning credit agency.

There can be no assurance that we will be able to maintain our current credit rating.

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Equity Sources of Liquidity

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

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ATM Stock Offering Program Date Implemented Maximum Aggregate Offering Price (in thousands) Aggregate Common Stock Available (in thousands)

$500 Million ATM Program September 6, 2023 $ 500,000 $ 305,815

The following table sets forth the activity under our at-the-market common stock offering programs during the years ended December 31, 2023 and 2022, respectively:

$500 Million ATM Program August 28, 2024 $ 500,000 $ 438,258

The table below sets forth the activity under our at-the-market common stock offering programs during the years ended December 31, 2024 and 2023:

For the Year Ended

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Debt Sources of Liquidity

As of December 31, 2023, we had $100.0 million of senior unsecured notes that mature in July 2024, $50.0 million of senior unsecured notes that mature in July 2026, $50.0 million of senior unsecured notes that mature in October 2027, $100.0 million of senior unsecured notes that mature in July 2028, $100.0 million of senior unsecured notes that mature in December 2029, $125.0 million of senior unsecured notes that mature in August 2030, and $50.0 million of senior unsecured notes that mature in July 2031 (collectively, the “Senior Unsecured Notes”).

Our 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 December 31, 2023 and December 31, 2022, 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.

As of December 31, 2024, we had $50.0 million of senior unsecured notes that mature in July 2026, $50.0 million of senior unsecured notes that mature in October 2027, $100.0 million of senior unsecured notes that mature in July 2028, $100.0 million of senior unsecured notes that mature in December 2029, $125.0 million of senior unsecured notes that mature in August 2030, and $50.0 million of senior unsecured notes that mature in July 2031 (collectively, the “Senior Unsecured Notes”).

In July 2024, we 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 September 24, 2024, we entered into the Third Amendment to the Amended Facility in order to, among other things, (i) increase the borrowing capacity of the revolving credit facility by $200.0 million to $600.0 million and (ii) extend the maturity date of the revolving credit facility from August 2025 to January 2029.

The Amended Facility consists of a $600.0 million revolving credit facility that matures in January 2029, 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 December 31, 2024, there were $82.0 million of borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans.

As of 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 $450.0 million to a maximum aggregate amount not to exceed $1.25 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts.

Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the $600.0 million revolving credit facility, the $100.0 million term loan maturing in January 2027 and the $100.0 million term loan maturing in January 2028, or (ii) 60.0% of the value of the unencumbered properties.

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We were in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of December 31, 2024 and 2023.

As of December 31, 2024, we had a mortgage loan payable with a total contractual principal amount of approximately $72.9 million which bears interest at a contractual fixed interest rate of 3.9% and matures in March 2028.

The mortgage was assumed in an acquisition and was recorded at fair value in the amount of $69.2 million using an effective interest rate of 5.6%.

The unamortized fair value adjustment as of December 31, 2024 was approximately $3.6 million.

As of December 31, 2024 and 2023, we held cash and cash equivalents totaling approximately $18.1 million and $165.4 million, respectively.

The following tables summarize our debt maturities and principal payments as of and for the year ended December 31, 2023, and market capitalization, capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the years ended December 31, 2023 and 2022 (dollars in thousands, except per share data):

The following tables summarize our debt maturities and principal payments as of December 31, 2024, and market capitalization, capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the years ended December 31, 2024 and 2023 (dollars in thousands, except per share data):

Facility Term Loan Senior

Notes Total Debt

Notes Mortgage

Payable Total Debt

2025 $ — $ — $ —

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2028 — 100,000 100,000 72,879 272,879

2029 82,000 — 100,000 — 182,000

Thereafter — — 175,000 — 175,000

Subtotal 82,000 200,000 475,000 72,879 829,879

Unamortized fair value adjustment — — — (3,590) (3,590)

Total Debt 82,000 200,000 475,000 69,289 826,289

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Total Debt, net $ 82,000 $ 199,380 $ 472,953 $ 69,104 $ 823,437

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

Weighted average interest rate 5.4% 5.7% 3.0% 3.9% 4.0%

As of December 31, 2024 As of December 31, 2023

Total Debt, net $ 823,437 $ 771,563

Cash and cash equivalents (18,070) (165,400)

Net Debt $ 805,367 $ 606,163

Shares Outstanding 1

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2 Closing price of a share of our common stock on the New York Stock Exchange on December 31, 2024 and December 29, 2023, respectively, in dollars per share.

3 Total debt-to-total investments in properties is calculated as total debt, net of deferred financing costs, divided by total investments in properties.

3 Total debt-to-total investments in properties is calculated as total debt, net of deferred financing costs, divided by total investments in properties, including one property consisting of one building held for sale as of December 31, 2024.

4 Total debt-to-total market capitalization is calculated as total debt, net of deferred financing costs, divided by total market capitalization.

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6 Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation (“Adjusted EBITDA”) for the years ended December 31, 2024 and 2023, respectively.

See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.

See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of

Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.

7 Interest coverage is calculated as Adjusted EBITDA divided by interest expense, including amortization.

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9 Net debt-to-Adjusted EBITDA is calculated as total debt, net of deferred financing costs and cash and cash equivalents, divided by annualized Adjusted EBITDA.

9 Net debt-to-Adjusted EBITDA is calculated as net debt divided by annualized Adjusted EBITDA.

See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for the definitions of Adjusted EBITDA and net debt, a reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA and net debt are useful supplemental measures of our operating performance.

The following tables set forth the cash dividends paid or payable per share during the years ended December 31, 2024 and 2023:

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September 30, 2024 Common Stock $ 0.49 August 6, 2024 September 30, 2024 October 11, 2024

December 31, 2023 Common Stock $ 0.45 October 31, 2023 December 15, 2023 January 5, 2024

December 31, 2024 Common Stock $ 0.49 November 5, 2024 December 13, 2024 January 7, 2025

For the Three

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September 30, 2023 Common Stock $ 0.45 August 1, 2023 September 29, 2023 October 13, 2023

December 31, 2022 Common Stock $ 0.40 November 1, 2022 December 30, 2022 January 13, 2023

December 31, 2023 Common Stock $ 0.45 October 31, 2023 December 15, 2023 January 5, 2024

Sources and Uses of Cash

Our principal sources of cash are cash from operations, borrowings under loans payable, draws on our Amended Facility, common and preferred stock issuances, proceeds from property dispositions and issuances of unsecured notes.

Our principal uses of cash are asset acquisitions, debt service, capital expenditures, operating costs, corporate overhead costs and common stock dividends.

Our principal uses of cash are asset acquisitions, developments and redevelopments, debt service, capital expenditures, operating costs, corporate overhead costs and common stock dividends.

Cash From Operating Activities.

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Cash From Investing Activities.

Net cash used in investing activities was approximately $570.4 million and $337.7 million for the years ended December 31, 2023 and 2022, respectively, which consisted primarily of cash paid for property acquisitions of approximately $466.8 million and $407.6 million, respectively, additions to capital improvements of approximately $176.6 million and $92.2 million, respectively, and was partially offset by proceeds from dispositions of approximately $73.1 million and $162.1 million, respectively.

Net cash used in investing activities was approximately $915.5 million and $570.4 million for the years ended December 31, 2024 and 2023, respectively, which consisted primarily of cash paid for property acquisitions of approximately $814.5 million and $466.8 million, respectively, additions to capital improvements of approximately $172.9 million and $176.6 million, respectively, and was partially offset by proceeds from sales of real estate investments of approximately $71.9 million and $73.1 million, respectively.

Cash From Financing Activities.

Net cash provided by financing activities was approximately $534.9 million for the year ended December 31, 2024, which consisted primarily of approximately $737.0 million in net proceeds from the issuance of common stock, and $110.0 million in revolving credit facility borrowings, partially offset by approximately $175.0 million in equity dividend payments, repayment of a $100.0 million tranche of the Senior Unsecured Notes, and repayment of $28.0 million of borrowings on the revolving credit facility.

Net cash provided by financing activities was approximately $528.9 million for the year ended December 31, 2023, which consisted primarily of approximately $666.3 million in net proceeds from the issuance of common stock, partially offset by approximately $135.9 million in equity dividend payments.

Net cash provided by financing activities was approximately $17.7 million for the year ended December 31, 2022, which consisted primarily of borrowing the full amount available under the new $100.0 million unsecured term loan and approximately $77.7 million in net proceeds from the issuance of common stock, partially offset by payment of a $50.0 million tranche of the Senior Unsecured Notes, and approximately $107.4 million in equity dividend payments.

Critical Accounting Policies And Estimates

Below is a discussion of the accounting policies that we believe are critical.

We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments.

These judgments will affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods.

Applying different estimates or assumptions may result in materially different amounts reported in our financial statements.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.

Actual results could differ significantly from those estimates.

Capitalization of Costs.

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Costs considered for capitalization include, but are not limited to, construction costs, interest, real estate taxes and insurance, if appropriate.

These costs are capitalized only during the period in which activities necessary to ready an asset for its

intended use are in progress.

These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress.

In the event that the activities to ready the asset for its intended use are suspended, the capitalization period will cease until such activities are resumed.

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The estimation of expected future net cash flows is inherently uncertain and relies on assumptions, among other things, regarding current and future economic and market conditions and the availability of capital.

We determine the estimated fair values based on its assumptions regarding rental rates, lease-up and holding periods, as well as sales prices.

We determine the estimated fair values based on its assumptions regarding rental

rates, lease-up and holding periods, as well as sales prices.

When available, current market information is used to determine capitalization and rental growth rates.

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We monitor the liquidity and creditworthiness of our tenants on an on-going basis by reviewing their financial condition periodically as appropriate.

Each period we review our outstanding accounts receivable, including straight-line rents, for doubtful accounts and provide

allowances as needed.

Each period we review our outstanding accounts receivable, including straight-line rents, for doubtful accounts and provide allowances as needed.

We also record lease termination fees when a tenant has executed a definitive termination agreement with us and the payment of the termination fee is not subject to any conditions that must be met or waived before the fee is due to us.

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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.

Income Taxes.

We elected to be taxed as a REIT under the Code and operate as such beginning with our taxable year ended December 31, 2010.

To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to our stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP).

As a REIT, we generally will not be subject to federal income tax to the extent we distribute qualifying dividends to our stockholders.

If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions.

Such an event could materially adversely affect our net income and net cash available for distribution to stockholders.

However, we believe we are organized and operate in such a manner as to qualify for treatment as a REIT.

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

We follow the provisions of ASC 718, Compensation-Stock Compensation, to account for our stock-based compensation plan, which requires that the compensation cost relating to stock-based payment transactions be recognized in the financial statements and that the cost be measured on the fair value of the equity or liability instruments issued.

Our 2019 Equity Incentive Plan (the “2019 Plan”) provides for the grant of restricted stock awards, performance share awards, unrestricted shares or any combination of the foregoing.

Stock-based compensation is recognized as a general and administrative expense in the financial statements and measured at the fair value of the award on the date of grant.

We estimate the forfeiture rate based on historical experience as well as expected behavior.

The amount of the expense may be subject to adjustment in future periods depending on the specific characteristics of the stock-based award.

In addition, we have awarded long-term incentive target awards (the “Performance Share awards”) under the Amended and Restated Long-Term Incentive Plan (as amended and restated, the “Amended LTIP”), which we amended and restated on January 8, 2019, to our executives that are payable in shares of our common stock after the conclusion of each pre-established performance measurement period, which is generally three years.

The amount that may be earned is variable depending on the relative total shareholder return of our stock as compared to the total shareholder return of the MSCI U.S.

REIT Index (RMS) and the FTSE Nareit Equity Industrial Index over the pre-established performance measurement period.

Under the Amended LTIP, each participant’s Performance Share award granted on or after January 1, 2019 will be expressed as a number of shares of common stock and settled in shares of common stock.

Target awards were previously expressed as a dollar amount and settled in shares of common stock.

Commencing with Performance Share awards granted on or after January 1, 2019, the grant date fair value of the Performance Share awards will be determined under current accounting treatment using a Monte Carlo simulation model on the date of grant and recognized on a straight-line basis over the performance period.

For Performance Share awards granted prior to January 1, 2019, we estimate 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 our relative share price performance, and are included as a component of Performance Share awards payable in the accompanying consolidated balance sheets.

Material Cash Commitments

As of February 6, 2024, we had one outstanding contract with a third-party seller to acquire one industrial property for a total purchase price of approximately $12.0 million.

There is no assurance that we will acquire the property under contract because the proposed acquisition is subject to due diligence and various closing conditions.

As of February 4, 2025, we had no outstanding contracts or non-binding letters of intent to acquire industrial properties.

The following table summarizes our material cash commitments due by period as of December 31, 2024 (dollars in thousands):

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Year 1-3 Years 3-5 Years More than 5

Debt $ 100,000 $ 50,000 $ 350,000 $ 275,000 $ 775,000

$ 200,000 $ 454,879 $ 175,000 $ 829,879

Debt interest payments 17,071 32,147 17,948 4,328 71,494

Operating lease commitments 955 1,998 1,304 — 4,257

Material construction contracts 29,155 — — — 29,155

Purchase obligations 1

12,000 — — — 12,000

Total $ 47,181 $ 234,145 $ 474,131 $ 179,328 $ 934,785

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We use the following non-GAAP financial measures that we believe are useful to investors as key supplemental measures of our operating performance:

funds from operations, or FFO, Adjusted EBITDA, net operating income, or NOI, same store NOI and cash-basis same store NOI.

FFO, Adjusted EBITDA, NOI, same store NOI and cash-basis same store NOI should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP.

Further, our computation of FFO, Adjusted EBITDA, NOI, same store NOI and cash-basis same store NOI may not be comparable to FFO, Adjusted EBITDA, NOI, same store NOI and cash-basis same store NOI reported by other companies.

We compute FFO in accordance with standards established by Nareit, which defines FFO as net income (loss) (determined in accordance with GAAP), excluding gains (losses) from sales of property and impairment write-downs of depreciable real estate, plus depreciation and amortization on real estate assets and after adjustments for unconsolidated partnerships and joint ventures (which are calculated to reflect FFO on the same basis).

funds from operations, or FFO, Adjusted EBITDA, net operating income, or NOI, same store NOI, cash-basis same store NOI and net debt.

FFO, Adjusted EBITDA, NOI, same store NOI, cash-basis same store NOI and net debt should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP.

Further, our computation of FFO, Adjusted EBITDA, NOI, same store NOI, cash-basis same store NOI and net debt may not be comparable to FFO, Adjusted EBITDA, NOI, same store NOI, cash-basis same store NOI and net debt reported by other companies.

We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”), which defines FFO as net income (loss) (determined in accordance with GAAP), excluding gains (losses) from sales of property and impairment write-downs of depreciable real estate, plus depreciation and amortization on real estate assets and after adjustments for unconsolidated partnerships and joint ventures (which are calculated to reflect FFO on the same basis).

We believe that presenting FFO provides useful information to investors regarding our operating performance because it is a measure of our operations without regard to specified non-cash items, such as real estate depreciation and amortization and gain or loss on sale of assets.

We believe that FFO is a meaningful supplemental measure of our operating performance because historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time.

Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting alone to be insufficient.

Since real estate values have historically risen or fallen with market conditions, many industry investors

and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting alone to be insufficient.

As a result, we believe that the use of FFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance.

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FFO increased by approximately $12.1 million and $46.4 million for the three months and year ended December 31, 2024, respectively, compared to the same periods from the prior year due primarily to property acquisitions during 2023 and 2024 as well as same store NOI growth of approximately $0.6 million and $7.8 million for the three months and year ended December 31, 2024, respectively, compared to the same periods from the prior year.

The FFO increase was partially offset by increased weighted average common shares outstanding, increased interest expense due to higher average interest rates on the unsecured term loans and credit facility and increased general and administrative expenses.

In addition, approximately $0.2 million and $0.6 million of bad debt expense related to DirectBuy Home Improvement was recorded for the three months and year ended December 31, 2023, respectively.

During the three months ended December 31, 2022, we wrote off $2.0 million in below market leases related to early lease terminations at multiple properties and during the year ended December 31, 2022, acquisition costs and other increased due to environmental remediation at our Avenue A property.

The FFO increase was partially offset by increased weighted average common shares outstanding and increased general and administrative expenses due to increased restricted stock amortization and other compensation expenses, including an increase in bonus expense and an increase in the number of employees and salaries for the three months and year ended December 31, 2024 compared to the same periods from the prior year.

We compute Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sales of real estate investments, acquisition costs and stock-based compensation.

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Stock-based compensation 3,805 3,343 462 13.8 % 3,343 2,653 690 26.0 %

Acquisition costs and other 92 374 (282) (75.4) % 374 — 374 n/a

Acquisition costs and other 25 92 (67) (72.8) % 92 374 (282) (75.4) %

Adjusted EBITDA $ 71,437 $ 59,383 $ 12,054 20.3 % $ 59,383 $ 51,782 $ 7,601 14.7 %

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General and administrative 10,759 9,730 1,029 10.6 % 9,730 8,193 1,537 18.8 %

Acquisition costs and other 92 374 (282) (75.4) % 374 — 374 n/a

Acquisition costs and other 25 92 (67) (72.8) % 92 374 (282) (75.4) %

Total other income and expenses (36,914) (21,127) (15,787) 74.7 % (21,127) (29,059) 7,932 (27.3)

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1 Includes approximately $0.2 million, $0.2 million and $0.6 million of lease termination income for the three months ended December 31, 2024, 2023 and 2022, respectively.

3 Includes 2021 and 2022 acquisitions and dispositions, 22 improved land parcels and three properties under development or redevelopment.

4 Includes $0.2 million and $0.6 million of lease termination income for the three months ended December 31, 2023 and 2022, respectively.

2 Includes 2024 and 2023 acquisitions and dispositions, three improved land parcels consisting of approximately 11.1 acres, six properties under development or redevelopment, approximately 22.4 acres of land for future development and one building held for sale as of December 31, 2024.

3 Includes 2023 and 2022 acquisitions and dispositions, eleven improved land parcels consisting of approximately 37.3 acres and one property under redevelopment as of December 31, 2023.

4 Includes $0.2 million of lease termination income for both the three months ended December 31, 2024 and 2023.

5 Includes $0.2 million and $0.6 million of lease termination income for the three months ended December 31, 2023 and 2022, respectively.

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

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Acquisition costs and other 72 218 (146) (67.0) % 218 1,465 (1,247) (85.1) %

Total other income and expenses (18,324) (89,125) 70,801 (79.4) % (89,125) 605 (89,730) n/a

Total other income and expenses (36,541) (18,324) (18,217) 99.4 % (18,324) (89,125) 70,801 (79.4)

Net operating income 284,531 244,505 40,026 16.4 % 244,505 207,309 37,196 17.9 %

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1 Includes approximately $0.7 million, $0.6 million and $0.9 million of lease termination income for the years ended December 31, 2024, 2023 and 2022, respectively.

3 Includes 2021 and 2022 acquisitions and dispositions, 22 improved land parcels and three properties under development or redevelopment.

3 Includes 2023 and 2022 acquisitions and dispositions, eleven improved land parcels consisting of approximately 37.3 acres and one property under redevelopment as of December 31, 2023.

4 Includes approximately $0.7 million and $0.4 million of lease termination income for the years ended December 31, 2024 and 2023, respectively.

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

Cash-basis same store NOI increased by approximately $5.3 million for the three months ended December 31, 2023 compared to the same period from the prior year primarily due to increased rental revenue on new and renewed leases and contractual rent increases on pre-existing leases.

Cash-basis same store NOI increased by approximately $1.8 million for the three months ended December 31, 2024 compared to the prior year primarily due to increased rental revenue on new and renewed leases and contractual rent increases on pre-existing leases.

The increase in cash-basis same store NOI was partially offset by lower average same store occupancy for the three months ended December 31, 2024 compared to the prior year.

For the three months ended December 31, 2024 and 2023, total contractual rent abatements of approximately $1.1 million and $0.3 million, respectively, were given to certain tenants in the same store pool and approximately $0.2 million and $0.2 million, respectively, in lease termination income was received from certain tenants in the same store pool.

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Cash-basis same store NOI increased by approximately $16.0 million for the year ended December 31, 2024 compared to the prior year primarily due to increased rental revenue on new and renewed leases.

The increase in cash-basis same store NOI was partially offset by a decrease in same store occupancy for the year ended December 31, 2024 compared to the prior year.

For the years ended December 31, 2024 and 2023, total contractual rent abatements of approximately $2.2 million and $4.4 million, respectively, were given to certain tenants in the same-store pool and approximately $0.7 million and $0.4 million, respectively, in lease termination income was received from certain tenants in the same store pool.

In addition, approximately $3.2 million of the increase in cash-basis same store NOI for the year ended December 31, 2024 related to properties that were acquired vacant or with near term expirations in 2023.

We compute net debt as total debt, less deferred financing costs and cash and cash equivalents.

We believe that presenting net debt provides useful information to investors regarding our ability to repay our outstanding consolidated indebtedness.

See “Debt Sources of Liquidity” in this Annual Report on Form 10-K for a reconciliation of net debt from total debt.

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-K

Item 7. Management’s Discussion and Analysis