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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to                 
Commission File Number: 001-36008
Rexford Industrial Realty, Inc.
(Exact name of registrant as specified in its charter) 
 
Maryland46-2024407
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
11620 Wilshire Boulevard, Suite 1000Los AngelesCalifornia90025
(Address of principal executive offices)(Zip Code)
(310) 966-1680
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolsName of each exchange on which registered
Common Stock, $0.01 par value REXRNew York Stock Exchange
5.875% Series B Cumulative Redeemable Preferred StockREXR-PBNew York Stock Exchange
5.625% Series C Cumulative Redeemable Preferred StockREXR-PCNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      
    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
The number of shares of common stock outstanding at April 21, 2022 was 165,020,948.



REXFORD INDUSTRIAL REALTY, INC.
QUARTERLY REPORT FOR THE THREE MONTHS ENDED MARCH 31, 2022
TABLE OF CONTENTS
 
PART I 
  
  
  
  
  
  
  
 
 
 
PART II. 
 
 
 
 
 
 
 
 

2


PART I. FINANCIAL INFORMATION
 
Item 1.        Financial Statements

REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited and in thousands – except share and per share data)
 March 31, 2022December 31, 2021
ASSETS  
Land$4,466,240 $4,143,021 
Buildings and improvements2,737,575 2,588,836 
Tenant improvements131,169 127,708 
Furniture, fixtures and equipment132 132 
Construction in progress71,147 71,375 
Total real estate held for investment7,406,263 6,931,072 
Accumulated depreciation(505,196)(473,382)
Investments in real estate, net6,901,067 6,457,690 
Cash and cash equivalents48,844 43,987 
Restricted cash 11 
Rents and other receivables, net11,130 11,027 
Deferred rent receivable, net67,832 61,511 
Deferred leasing costs, net33,703 32,940 
Deferred loan costs, net1,729 1,961 
Acquired lease intangible assets, net153,665 132,158 
Acquired indefinite-lived intangible5,156 5,156 
Other assets22,671 19,066 
Acquisition related deposits18,275 8,445 
Assets associated with real estate held for sale 7,213 
Total Assets$7,264,072 $6,781,165 
LIABILITIES & EQUITY  
Liabilities  
Notes payable$1,524,279 $1,399,565 
Interest rate swap liability1,212 7,482 
Accounts payable, accrued expenses and other liabilities85,465 65,833 
Dividends and distributions payable54,115 40,143 
Acquired lease intangible liabilities, net135,275 127,017 
Tenant security deposits61,701 57,370 
Prepaid rents14,265 15,829 
Liabilities associated with real estate held for sale 231 
Total Liabilities1,876,312 1,713,470 
Equity  
Rexford Industrial Realty, Inc. stockholders’ equity  
Preferred stock, $0.01 par value per share, 10,050,000 shares authorized:
5.875% series B cumulative redeemable preferred stock, 3,000,000 shares outstanding at March 31, 2022 and December 31, 2021 ($75,000 liquidation preference)
72,443 72,443 
5.625% series C cumulative redeemable preferred stock, 3,450,000 shares outstanding at March 31, 2022 and December 31, 2021 ($86,250 liquidation preference)
83,233 83,233 
Common Stock, $0.01 par value per share, 489,950,000 authorized and 165,017,587 and 160,511,482 shares outstanding at March 31, 2022 and December 31, 2021, respectively
1,650 1,605 
Additional paid in capital5,133,875 4,828,292 
Cumulative distributions in excess of earnings(198,999)(191,120)
Accumulated other comprehensive loss(3,674)(9,874)
Total stockholders’ equity5,088,528 4,784,579 
Noncontrolling interests299,232 283,116 
Total Equity5,387,760 5,067,695 
Total Liabilities and Equity$7,264,072 $6,781,165 
The accompanying notes are an integral part of these consolidated financial statements.
3


REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in thousands – except share and per share data)

 Three Months Ended March 31,
 20222021
REVENUES 
Rental income$140,588 $99,644 
Management and leasing services163 105 
Interest income1 14 
TOTAL REVENUES140,752 99,763 
OPERATING EXPENSES
Property expenses33,429 23,575 
General and administrative14,717 11,480 
Depreciation and amortization42,471 35,144 
TOTAL OPERATING EXPENSES90,617 70,199 
OTHER EXPENSES
Other expenses38 29 
Interest expense9,683 9,752 
TOTAL EXPENSES100,338 79,980 
Gains on sale of real estate8,486 10,860 
NET INCOME48,900 30,643 
 Less: net income attributable to noncontrolling interests(2,484)(1,969)
NET INCOME ATTRIBUTABLE TO REXFORD INDUSTRIAL REALTY, INC.46,416 28,674 
 Less: preferred stock dividends(2,314)(3,636)
 Less: earnings allocated to participating securities (201)(141)
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$43,901 $24,897 
Net income attributable to common stockholders per share - basic$0.27 $0.19 
Net income attributable to common stockholders per share - diluted$0.27 $0.19 
Weighted average shares of common stock outstanding - basic160,628,843 131,612,881 
Weighted average shares of common stock outstanding - diluted161,048,592 131,758,744 
 
The accompanying notes are an integral part of these consolidated financial statements.
4


REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited and in thousands)
 
 
Three Months Ended March 31,
 20222021
Net income$48,900 $30,643 
Other comprehensive income: cash flow hedge adjustments6,451 3,909 
Comprehensive income55,351 34,552 
Comprehensive income attributable to noncontrolling interests(2,735)(2,165)
Comprehensive income attributable to Rexford Industrial Realty, Inc.
$52,616 $32,387 
 
 
The accompanying notes are an integral part of these consolidated financial statements.
5


REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited and in thousands – except share data) 
 
Preferred StockNumber of Common
Shares
Common
Stock
Additional
Paid-in Capital
Cumulative Distributions in Excess of EarningsAccumulated
Other
Comprehensive (Loss) Income
Total
Stockholders’
Equity
Noncontrolling
Interests
Total Equity
Balance at December 31, 2021$155,676 160,511,482 $1,605 $4,828,292 $(191,120)$(9,874)$4,784,579 $283,116 $5,067,695 
Issuance of common stock— 4,402,110 44 310,569 — — 310,613 — 310,613 
Offering costs— — — (4,907)— — (4,907)— (4,907)
Issuance of 3.00% cumulative redeemable convertible preferred units
— — — — — — — 12,000 12,000 
Share-based compensation— 111,287 1 1,197 — — 1,198 4,977 6,175 
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock— (29,102)— (2,015)— — (2,015)— (2,015)
Conversion of OP Units to common stock— 21,810 — 739 — — 739 (739) 
Net income2,314 — — — 44,102 — 46,416 2,484 48,900 
Other comprehensive income— — — — — 6,200 6,200 251 6,451 
Preferred stock dividends ($0.367188 per series B preferred share and $0.351563 per series C preferred share)
(2,314)— — — — — (2,314)— (2,314)
Preferred unit distributions— — — — — — — (723)(723)
Common stock dividends ($0.315 per common share)
— — — — (51,981)— (51,981)— (51,981)
Common unit distributions— — — — — — — (2,134)(2,134)
Balance at March 31, 2022$155,676 165,017,587 $1,650 $5,133,875 $(198,999)$(3,674)$5,088,528 $299,232 $5,387,760 

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

6



REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)
(Unaudited and in thousands – except share data) 
 Preferred StockNumber of Common
Shares
Common
Stock
Additional
Paid-in Capital
Cumulative Distributions in Excess of EarningsAccumulated
Other
Comprehensive
(Loss) Income
Total
Stockholders’
Equity
Noncontrolling
Interests
Total Equity
Balance at December 30, 2020$242,327 131,426,038 $1,313 $3,182,599 $(163,389)$(17,709)$3,245,141 $285,451 $3,530,592 
Issuance of common stock— 2,415,386 24 119,811 — — 119,835 — 119,835 
Offering costs— — (1,588)— — (1,588)— (1,588)
Share-based compensation— 82,895 1 827 — — 828 3,511 4,339 
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock— (28,146)— (1,355)— — (1,355)— (1,355)
Conversion of OP Units to common stock— 1,187 — 39 — — 39 (39) 
Net income3,636 — — — 25,038 28,674 1,969 30,643 
Other comprehensive income— — — — — 3,713 3,713 196 3,909 
Preferred stock dividends ($0.367188 per series A and series B preferred share and $0.351563 per series C preferred share)
(3,636)— — — — — (3,636)— (3,636)
Preferred unit distributions— — — — — — — (708)(708)
Common stock dividends ($0.240 per common share)
— — — — (32,136)— (32,136)— (32,136)
Common unit distributions— — — — — — — (1,677)(1,677)
Balance at March 31, 2021$242,327 133,897,360 $1,338 $3,300,333 $(170,487)$(13,996)$3,359,515 $288,703 $3,648,218 

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

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REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands)
 Three Months Ended March 31,
  20222021
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net income$48,900 $30,643 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization42,471 35,144 
Amortization of (below) above market lease intangibles, net(5,091)(2,712)
Amortization of debt issuance costs520 447 
Amortization of discount (premium) on notes payable, net61 (29)
Gain on sale of real estate(8,486)(10,860)
Equity based compensation expense6,052 4,261 
Straight-line rent(6,901)(4,199)
Amortization related to termination/settlement of interest rate derivatives181 410 
Change in working capital components:  
Rents and other receivables1,239 2,547 
Deferred leasing costs(713)(2,037)
Other assets2,807 (12,824)
Accounts payable, accrued expenses and other liabilities10,730 (4,694)
Tenant security deposits1,948 2,021 
Prepaid rents(2,126)(1,742)
Net cash provided by operating activities91,592 36,376 
CASH FLOWS FROM INVESTING ACTIVITIES:  
Acquisition of investments in real estate(445,010)(159,061)
Capital expenditures(27,277)(23,147)
Payments for deposits on real estate acquisitions(14,650)(10,075)
Proceeds from sale of real estate15,315 19,882 
Net cash used in investing activities(471,622)(172,401)
CASH FLOWS FROM FINANCING ACTIVITIES:  
Issuance of common stock, net305,706 118,247 
Proceeds from borrowings392,000  
Repayment of borrowings(267,635)(319)
Dividends paid to preferred stockholders(2,314)(3,636)
Dividends paid to common stockholders(38,523)(28,256)
Distributions paid to common unitholders(1,620)(1,491)
Distributions paid to preferred unitholders(723)(708)
Repurchase of common shares to satisfy employee tax withholding requirements(2,015)(1,355)
Net cash provided by financing activities384,876 82,482 
Increase (decrease) in cash, cash equivalents and restricted cash4,846 (53,543)
Cash, cash equivalents and restricted cash, beginning of period43,998 177,523 
Cash, cash equivalents and restricted cash, end of period$48,844 $123,980 
Supplemental disclosure of cash flow information:  
Cash paid for interest (net of capitalized interest of $1,983 and $732 for the three months ended March 31, 2022 and 2021, respectively)
$11,558 $8,876 
Supplemental disclosure of noncash transactions:  
Operating lease right-of-use assets obtained in exchange for lease liabilities$6,363 $ 
Issuance of 3.00% cumulative redeemable convertible preferred units in connection with acquisition of real estate
$12,000 $ 
Assumption of debt in connection with acquisition of real estate including loan premium$ $3,346 
Accrual for capital expenditures$13,627 $10,524 
Accrual of dividends and distributions$54,115 $33,813 

The accompanying notes are an integral part of these consolidated financial statements.
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REXFORD INDUSTRIAL REALTY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.    Organization
    Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service real estate investment trust (“REIT”) focused on owning and operating industrial properties in Southern California infill markets. We were formed as a Maryland corporation on January 18, 2013, and Rexford Industrial Realty, L.P. (the “Operating Partnership”), of which we are the sole general partner, was formed as a Maryland limited partnership on January 18, 2013. Through our controlling interest in our Operating Partnership and its subsidiaries, we own, manage, lease, acquire and redevelop industrial real estate principally located in Southern California infill markets, and, from time to time, acquire or provide mortgage debt secured by industrial property.  As of March 31, 2022, our consolidated portfolio consisted of 312 properties with approximately 38.1 million rentable square feet.
    The terms “us,” “we,” “our,” and the “Company” as used in these financial statements refer to Rexford Industrial Realty, Inc. and, unless the context requires otherwise, its subsidiaries (including our Operating Partnership).
 

 2.    Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
    As of March 31, 2022 and December 31, 2021, and for the three months ended March 31, 2022 and 2021, the financial statements presented are the consolidated financial statements of Rexford Industrial Realty, Inc. and its subsidiaries, including our Operating Partnership. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.
    Under consolidation guidance, we have determined that our Operating Partnership is a variable interest entity because the holders of limited partnership interests do not have substantive kick-out rights or participating rights. Furthermore, we are the primary beneficiary of the Operating Partnership because we have the obligation to absorb losses and the right to receive benefits from the Operating Partnership and the exclusive power to direct the activities of the Operating Partnership. As of March 31, 2022 and December 31, 2021, the assets and liabilities of the Company and the Operating Partnership are substantially the same, as the Company does not have any significant assets other than its investment in the Operating Partnership.
    The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) may have been condensed or omitted pursuant to SEC rules and regulations, although we believe that the disclosures are adequate to make their presentation not misleading. The accompanying unaudited financial statements include, in our opinion, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial information set forth therein. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The interim financial statements should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 and the notes thereto.
    Any references to the number of properties and square footage are unaudited and outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board.
    Reclassifications
Certain prior year amounts in the consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications relate to acquisition expenses for the prior period presented that have been reclassified to “Other expenses” to conform to the current period’s presentation and they have no effect on net income or stockholders’ equity as previously reported.
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Use of Estimates
    The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.  
Cash and Cash Equivalents
    Cash and cash equivalents include all cash and liquid investments with an initial maturity of three months or less. The carrying amount approximates fair value due to the short-term maturity of these investments.
Restricted Cash
    Restricted cash is comprised of escrow reserves that we are required to set aside for future costs as required by certain agreements with our lenders, and from time to time, includes cash proceeds from property sales that are being held by qualified intermediaries for purposes of facilitating tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”).
    Restricted cash balances are included with cash and cash equivalents balances as of the beginning and ending of each period presented in the consolidated statements of cash flows. The following table provides a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the three months ended March 31, 2022 and 2021 (in thousands):
Three Months Ended March 31,
20222021
Cash and cash equivalents$43,987 $176,293 
Restricted cash11 1,230 
Cash, cash equivalents and restricted cash, beginning of period$43,998 $177,523 
Cash and cash equivalents$48,844 $123,933 
Restricted cash 47 
Cash, cash equivalents and restricted cash, end of period$48,844 $123,980 
Investments in Real Estate
    Acquisitions
    We account for acquisitions of properties under Accounting Standards Update (“ASU”) 2017-01, Business Combinations - Clarifying the Definition of a Business, which provides a framework for determining whether transactions should be accounted for as acquisitions of assets or businesses and further revises the definition of a business. Our acquisitions of properties generally no longer meet the revised definition of a business and accordingly are accounted for as asset acquisitions.
    For asset acquisitions, we allocate the cost of the acquisition, which includes the purchase price and associated acquisition transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. These individual assets and liabilities typically include land, building and improvements, tenant improvements, intangible assets and liabilities related to above- and below-market leases, intangible assets related to in-place leases, and from time to time, assumed mortgage debt. As there is no measurement period concept for an asset acquisition, the allocated cost of the acquired assets is finalized in the period in which the acquisition occurs.
    We determine the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant.  This “as-if vacant” value is estimated using an income, or discounted cash flow, approach that relies upon Level 3 inputs, which are unobservable inputs based on the Company’s assumptions with respect to the assumptions a market participant would use.  These Level 3 inputs include discount rates, capitalization rates, market rents and comparable sales data for similar properties.  Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions.  In determining the “as-if-vacant” value for the properties we acquired during the three months ended March 31, 2022, we used discount rates ranging from 4.75% to 6.50% and exit capitalization rates ranging from 3.75% to 5.25%.
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    In determining the fair value of intangible lease assets or liabilities, we also consider Level 3 inputs.  Acquired above- and below-market leases are valued based on the present value of the difference between prevailing market rental rates and the in-place rental rates measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases, if applicable.  The estimated fair value of acquired in-place at-market tenant leases are the estimated costs that would have been incurred to lease the property to the occupancy level of the property at the date of acquisition. We consider estimated costs such as the value associated with leasing commissions, legal and other costs, as well as the estimated period of time necessary to lease such a property to its occupancy level at the time of its acquisition. In determining the fair value of acquisitions completed during the three months ended March 31, 2022, we used an estimated average lease-up period ranging from six months to twelve months.
    The difference between the fair value and the face value of debt assumed, if any, in connection with an acquisition is recorded as a premium or discount and amortized to “interest expense” over the life of the debt assumed. The valuation of assumed liabilities are based on our estimate of the current market rates for similar liabilities in effect at the acquisition date.
    Capitalization of Costs
    We capitalize direct costs incurred in developing, renovating, rehabilitating and improving real estate assets as part of the investment basis. This includes certain general and administrative costs, including payroll, bonus and non-cash equity compensation of the personnel performing redevelopment, renovations and rehabilitation if such costs are identifiable to a specific activity to get the real estate asset ready for its intended use. During the redevelopment and construction periods of a project, we also capitalize interest, real estate taxes and insurance costs. We cease capitalization of costs upon substantial completion of the project, but no later than one year from cessation of major construction activity. If some portions of a project are substantially complete and ready for use and other portions have not yet reached that stage, we cease capitalizing costs on the completed portion of the project but continue to capitalize for the incomplete portion of the project. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred.
    We capitalized interest costs of $2.0 million and $0.7 million during the three months ended March 31, 2022 and 2021, respectively. We capitalized real estate taxes and insurance costs aggregating $1.1 million and $0.4 million during the three months ended March 31, 2022 and 2021, respectively. We capitalized compensation costs for employees who provide construction services of $1.9 million and $1.3 million during the three months ended March 31, 2022 and 2021, respectively.
    Depreciation and Amortization
    Real estate, including land, building and land improvements, tenant improvements, furniture, fixtures and equipment and intangible lease assets and liabilities are stated at historical cost less accumulated depreciation and amortization, unless circumstances indicate that the cost cannot be recovered, in which case, the carrying value of the property is reduced to estimated fair value as discussed below in our policy with regard to impairment of long-lived assets. We estimate the depreciable portion of our real estate assets and related useful lives in order to record depreciation expense.
    The values allocated to buildings, site improvements, in-place lease intangibles and tenant improvements are depreciated on a straight-line basis using an estimated useful life that typically ranges from 10-30 years for buildings, 5-25 years for site improvements, and the shorter of the estimated useful life or respective lease term for in-place lease intangibles and tenant improvements.
    As discussed above in—Investments in Real Estate—Acquisitions, in connection with property acquisitions, we may acquire leases with rental rates above or below the market rental rates. Such differences are recorded as an acquired lease intangible asset or liability and amortized to “rental income” over the remaining term of the related leases.
    Our estimate of the useful life of our assets is evaluated upon acquisition and when circumstances indicate that a change in the useful life has occurred, which requires significant judgment regarding the economic obsolescence of tangible and intangible assets.
Assets Held for Sale
    We classify a property as held for sale when all of the criteria set forth in the Accounting Standards Codification (“ASC”) Topic 360: Property, Plant and Equipment (“ASC 360”) have been met. The criteria are as follows: (i) management, having the authority to approve the action, commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (iv) the sale of the property is probable and is expected to be completed within one year; (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. At the time we classify a property as held for sale, we cease recording
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depreciation and amortization. A property classified as held for sale is measured and reported at the lower of its carrying amount or its estimated fair value less cost to sell. As of March 31, 2022, we did not have any properties classified as held for sale. As of December 31, 2021, our property located at 28159 Avenue Stanford was classified as held for sale. See “Note 3 – Investments in Real Estate” for details.
    Impairment of Long-Lived Assets
    In accordance with the provisions of the Impairment or Disposal of Long-Lived Assets Subsections of ASC 360, we assess the carrying values of our respective long-lived assets, including operating lease right-of-use assets (“ROU assets”), whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Recoverability of real estate assets and other long-lived assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows.
To review real estate assets for recoverability, we consider current market conditions as well as our intent with respect to holding or disposing of the asset. The intent with regards to the underlying assets might change as market conditions and other factors change. For office space ROU assets, the execution of a sublease where the remaining lease payments of the original office space lease exceed the sublease receipts reflects an indication of impairment which suggests the carrying value of the ROU asset may not be recoverable. Fair value is determined through various valuation techniques, including discounted cash flow models, applying a capitalization rate to estimated net operating income of a property, quoted market values and third-party appraisals, where considered necessary. The use of projected future cash flows is based on assumptions that are consistent with estimates of future expectations and the strategic plan used to manage our underlying business.
If our analysis indicates that the carrying value of the real estate asset and other long-lived assets is not recoverable on an undiscounted cash flow basis, we will recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property.
    Assumptions and estimates used in the recoverability analyses for future cash flows, discount rates and capitalization rates are complex and subjective. Changes in economic and operating conditions or our intent with respect to our investment that occur subsequent to our impairment analyses could impact these assumptions and result in future impairment of our real estate properties. During the three months ended March 31, 2022 and 2021, there were no impairment charges recorded to the carrying value of our properties.
    Income Taxes
    We have elected to be taxed as a REIT under the Code commencing with our initial taxable year ended December 31, 2013. To qualify as a REIT, we are required (among other things) to distribute at least 90% of our REIT taxable income to our stockholders and meet the various other requirements imposed by the Code relating to matters such as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided we qualify for taxation as a REIT, we are generally not subject to corporate-level income tax on the earnings distributed currently to our stockholders that we derive from our activities. If we fail to qualify as a REIT in any taxable year and were unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to regular federal corporate income tax, including any applicable alternative minimum tax.
    In addition, we are subject to taxation by various state and local jurisdictions, including those in which we transact business or reside. Our non-taxable REIT subsidiaries, including our Operating Partnership, are either partnerships or disregarded entities for federal income tax purposes. Under applicable federal and state income tax rules, the allocated share of net income or loss from disregarded entities and flow-through entities such as partnerships is reportable in the income tax returns of the respective equity holders. Accordingly, no income tax provision is included in the accompanying consolidated financial statements for the three months ended March 31, 2022 and 2021.
    We periodically evaluate our tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of March 31, 2022, and December 31, 2021, we have not established a liability for uncertain tax positions.
    Derivative Instruments and Hedging Activities
We are exposed to certain risks arising from both our business operations and economic conditions.  We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources and duration of our debt funding and through the use of derivative financial instruments.  Specifically, we enter into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and
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uncertain cash amounts, the value of which are determined by interest rates.  Our derivative financial instruments are used to manage differences in the amount, timing and duration of our known or expected cash payments principally related to our borrowings.
In accordance with ASC Topic 815: Derivatives and Hedging, we record all derivatives on the balance sheet at fair value.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, and whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or we elect not to apply hedge accounting.
Our objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional value. From time to time, we also utilize cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances (“treasury rate lock agreements”). The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in accumulated other comprehensive income/(loss) (“AOCI”). Upon the termination of a derivative for which cash flow hedging was being applied, the balance, which was recorded in AOCI, is amortized to interest expense over the remaining contractual term of the derivative as long as the hedged forecasted transactions continue to be probable of occurring. Upon the settlement of treasury rate lock agreements, amounts remaining in AOCI are amortized through earnings over the underlying term of the hedged transaction. Cash payments made to terminate or settle interest rate derivatives are presented in cash flows provided by operating activities in the accompanying consolidated statements of cash flows, given the nature of the underlying cash flows that the derivative was hedging. See “Note 7 – Interest Rate Derivatives” for details.
    Revenue Recognition
    Our primary sources of income are rental income, management and leasing services and gains on sale of real estate.
    Rental Income
    We lease industrial space to tenants primarily under non-cancelable operating leases that generally contain provisions for minimum base rents plus reimbursement for certain operating expenses. Total minimum annual lease payments are recognized in rental income on a straight-line basis over the term of the related lease, regardless of when payments are contractually due, when collectability is probable. Rental revenue recognition commences when the tenant takes possession or controls the physical use of the leased space. Lease termination fees, which are included in rental income, are recognized when the related leases are canceled and we have no continuing obligation to provide services to such former tenants.
    Our lease agreements with tenants generally contain provisions that require tenants to reimburse us for certain property expenses. Estimated reimbursements from tenants for these property expenses, which include real estate taxes, insurance, common area maintenance and other recoverable operating expenses, are recognized as revenues in the period that the expenses are incurred. Subsequent to year-end, we perform final reconciliations on a lease-by-lease basis and bill or credit each tenant for any cumulative annual adjustments. As the timing and pattern of revenue recognition is the same and as the lease component would be classified as an operating lease if it were accounted for separately, rents and tenant reimbursements are treated as a combined lease component and presented as a single line item “Rental income” in our consolidated statements of operations.
    We record revenues and expenses on a gross basis for lessor costs (which include real estate taxes) when these costs are reimbursed to us by our tenants. Conversely, we record revenues and expenses on a net basis for lessor costs when they are paid by our tenants directly to the taxing authorities on our behalf.
    Management and leasing services
    We provide property management services and leasing services to related party and third-party property owners, the customer, in exchange for fees and commissions. Property management services include performing property inspections,
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monitoring repairs and maintenance, negotiating vendor contracts, maintaining tenant relations and providing financial and accounting oversight. For these services, we earn monthly management fees, which are based on a fixed percentage of each managed property’s monthly tenant cash receipts. We have determined that control over the services is passed to the customer simultaneously as performance occurs. Accordingly, management fee revenue is earned as the services are provided to our customers.
    Leasing commissions are earned when we provide leasing services that result in an executed lease with a tenant. We have determined that control over the services is transferred to the customer upon execution of each lease agreement. We earn leasing commissions based on a fixed percentage of rental income generated for each executed lease agreement and there is no variable income component.
    Gain or Loss on Sale of Real Estate
    We account for dispositions of real estate properties, which are considered nonfinancial assets, in accordance with ASC 610-20: Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets and recognize a gain or loss on sale of real estate upon transferring control of the nonfinancial asset to the purchaser, which is generally satisfied at the time of sale. If we were to conduct a partial sale of real estate by transferring a controlling interest in a nonfinancial asset, while retaining a noncontrolling ownership interest, we would measure any noncontrolling interest received or retained at fair value, and recognize a full gain or loss. If we receive consideration before transferring control of a nonfinancial asset, we recognize a contract liability. If we transfer control of the asset before consideration is received, we recognize a contract asset.
When leases contain purchase options, we assess the probability that the tenant will execute the purchase option both at lease commencement and at the time the tenant communicates its intent to exercise the purchase option. If we determine the exercise of the purchase option is reasonably certain, we will account for the lease as a sales-type lease and derecognize the associated real estate assets on our balance sheet and record a gain or loss on sale of real estate.
Valuation of Operating Lease Receivables    
    We may be subject to tenant defaults and bankruptcies that could affect the collection of outstanding receivables related to our operating leases, including deferred rent receivables arising from straight-line recognition of rental income. In order to mitigate these risks, we perform credit reviews and analyses on prospective tenants before significant leases are executed and on existing tenants before properties are acquired. On a quarterly basis, we perform an assessment of the collectability of operating lease receivables on a tenant-by-tenant basis, which includes reviewing the age and nature of our receivables, the payment history and financial condition of the tenant, our assessment of the tenant’s ability to meet its lease obligations and the status of negotiations of any disputes with the tenant. Any changes in the collectability assessment for an operating lease is recognized as an adjustment, which can be a reduction or increase, to rental income in the consolidated statements of operations. As a result of our quarterly collectability assessments, we recognized $40 thousand as a net increase adjustment to rental income and $0.5 million as a net reduction adjustment to rental income for the three months ended March 31, 2022 and 2021, respectively, in the consolidated statements of operations.
Deferred Leasing Costs
    We capitalize the incremental direct costs of originating a lease that would not have been incurred had the lease not been executed. As a result, deferred leasing costs will generally only include third-party broker commissions.
    Debt Issuance Costs
    Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a reduction from the carrying value of the debt liability. This offset against the debt liability is treated similarly to a debt discount, which effectively reduces the proceeds of a borrowing. For line of credit arrangements, we present debt issuance costs as an asset and amortize the cost over the term of the line of credit arrangement. See “Note 5 – Notes Payable” for details.
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    Equity Based Compensation
    We account for equity-based compensation in accordance with ASC Topic 718: Compensation - Stock Compensation.  Total compensation cost for all share-based awards is based on the estimated fair market value of the equity instrument issued on the grant date. For share-based awards that vest based solely on a service condition, we recognize compensation cost on a straight-line basis over the total requisite service period for the entire award.  For share-based awards that vest based on a market condition, we recognize compensation cost on a straight-line basis over the requisite service period of each separately vesting tranche.  For share-based awards that vest based on a performance condition, we recognize compensation cost based on the number of awards that are expected to vest based on the probable outcome of the performance condition. Compensation cost for these awards will be adjusted to reflect the number of awards that ultimately vest. Forfeitures are recognized in the period in which they occur. See “Note 12 – Incentive Award Plan” for details.
    Equity Offerings
    Underwriting commissions and offering costs incurred in connection with common stock offerings and our at-the-market equity offering program have been reflected as a reduction of additional paid-in capital. Underwriting commissions and offering costs related to our preferred stock issuances have been reflected as a direct reduction of the preferred stock balance.
Under relevant accounting guidance, sales of our common stock under forward equity sale agreements (as discussed in “Note 11 – Stockholders’ Equity”) are not deemed to be liabilities, and furthermore, meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to our own stock.
    Earnings Per Share
    We calculate earnings per share (“EPS”) in accordance with ASC 260: Earnings Per Share (“ASC 260”). Under ASC 260, unvested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the computation of basic EPS pursuant to the two-class method. The two-class method determines EPS for each class of common stock and participating securities according to dividends declared (or accumulated) and their respective participation rights in undistributed earnings.
    Basic EPS is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period.
     Diluted EPS is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding determined for the basic EPS computation plus the potential effect of any dilutive securities including shares issuable under forward equity sale agreements and unvested share-based awards under the treasury stock method. We include unvested shares of restricted stock and unvested LTIP units in the computation of diluted EPS by using the more dilutive of the two-class method or treasury stock method. We include unvested performance units as contingently issuable shares in the computation of diluted EPS once the market criteria are met, assuming that the end of the reporting period is the end of the contingency period. Any anti-dilutive securities are excluded from the diluted EPS calculation. See “Note 13 – Earnings Per Share” for details.
    Segment Reporting
    Management views the Company as a single reportable segment based on its method of internal reporting in addition to its allocation of capital and resources.
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    Leases as a Lessee
    We determine if an arrangement is a lease at inception. Operating lease ROU assets are included in “Other assets” and lease liabilities are included in “Accounts payable, accrued expenses and other liabilities” in our consolidated balance sheets. ROU assets represent our right to use, or control the use of, a specified asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Because our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is generally recognized on a straight-line basis over the term of the lease through the amortization of the ROU asset and lease liabilities. Additionally, for our operating leases, we do not separate non-lease components, such as common area maintenance, from associated lease components. See “Note 6 – Leases” for additional lessee disclosures required under lease accounting guidance.
    Reference Rate Reform
    On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives in our financial statements consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
Adoption of New Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 eliminates two of the three accounting models that require separate accounting for embedded conversion features in convertible instruments, simplifies the contract assessment for equity classification, requires the use of the if-converted method for all convertible instruments in diluted EPS calculations and expands disclosure requirements. ASU 2020-06 is effective for fiscal periods beginning after December 15, 2021, including interim periods within those fiscal years. On January 1, 2022, we adopted ASU 2020-06. The adoption of ASU 2020-06 did not have any impact on our consolidated financial statements or overall EPS calculation. We continue to account for each of our various convertible instruments as a single equity instrument measured at historical cost as they do not have embedded features requiring bifurcation and separate accounting. See “Note 11 – Equity” for additional information related to convertible instruments.
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3.    Investments in Real Estate
    Acquisitions
    The following table summarizes the wholly-owned properties we acquired during the three months ended March 31, 2022: 
PropertySubmarketDate of AcquisitionRentable Square FeetNumber of Buildings
Contractual Purchase Price(1)
(in thousands)
444 Quay Avenue(2)
Los Angeles - South Bay1/14/202229,760 1 $10,760 
18455 Figueroa StreetLos Angeles - South Bay1/31/2022146,765 2 64,250 
24903 Avenue KearnyLos Angeles - San Fernando Valley2/1/2022214,436 1 58,463 
19475 Gramercy PlaceLos Angeles - South Bay2/2/202247,712 1 11,300 
14005 Live Oak AvenueLos Angeles - San Gabriel Valley2/8/202256,510 1 25,000 
13700-13738 Slover Ave(2)
San Bernardino - Inland Empire West2/10/202217,862 1 13,209 
Meggitt Simi ValleyVentura - Ventura2/24/2022285,750 3 57,000 
21415-21605 Plummer StreetLos Angeles - San Fernando Valley2/25/2022231,769 2 42,000 
1501-1545 Rio Vista AvenueLos Angeles - Central3/1/202254,777 2 28,000 
17011-17027 Central AvenueLos Angeles - South Bay3/9/202252,561 3 27,363 
2843 Benet RoadSan Diego - North County3/9/202235,000 1 12,968 
14243 Bessemer StreetLos Angeles - San Fernando Valley3/9/202214,299 1 6,594 
2970 East 50th StreetLos Angeles - Central3/9/202248,876 1 18,074 
19900 Plummer StreetLos Angeles - San Fernando Valley3/11/202243,472 1 15,000 
Long Beach Business ParkLos Angeles - South Bay3/17/2022123,532 4 24,000 
(3)
13711 Freeway Drive(4)
Los Angeles - Mid-Counties3/18/202282,092 1 34,000 
6245 Providence WaySan Bernardino - Inland Empire West3/22/202227,636 1 9,672 
Total 2022 Wholly-Owned Property Acquisitions1,512,809 27 $457,653 
(1)Represents the gross contractual purchase price before certain credits, prorations, closing costs and other acquisition related costs. Including $6.9 million of capitalized closing costs and acquisition related costs, the total aggregate initial investment was $464.6 million. Each acquisition was funded with available cash on hand unless otherwise noted.
(2)Represents acquisition of an industrial outdoor storage site.
(3)The acquisition of the Long Beach Business Park was funded through a combination of cash on hand and the issuance of 164,998 3.00% Cumulative Redeemable Convertible Preferred Units of partnership interest in the Operating Partnership. See “Note 11 – Equity – Noncontrolling Interests – Issuance of Series 3 CPOP Units” for additional details.
(4)Represents acquisition of a current or near-term redevelopment site.
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    The following table summarizes the fair value of amounts allocated to each major class of asset and liability for the acquisitions noted in the table above, as of the date of each acquisition (in thousands):
 2022 Acquisitions
Assets:
Land$323,218 
Buildings and improvements124,241 
Tenant improvements2,478 
Acquired lease intangible assets(1)
30,107 
Right of use asset - ground lease(2)
4,787 
Other acquired assets(3)
367 
Total assets acquired485,198 
Liabilities:
Acquired lease intangible liabilities(4)
13,811 
Deferred rent liabilities(5)
1,651 
Lease liability - ground lease(2)
4,787 
Other assumed liabilities(3)
3,119 
Total liabilities assumed23,368 
Net assets acquired$461,830 
(1)Acquired lease intangible assets is comprised of (i) $17.0 million of in-place lease intangibles with a weighted average amortization period of 8.4 years, (ii) $0.1 million of above-market lease intangibles with a weighted average amortization period of 2.3 years and (iii) $13.0 million of below-market ground lease intangibles with a weighted average amortization period of 78.9 years.
(2)The ROU asset and lease liability relate to a ground lease that we assumed in March 2022 in connection with the acquisition of 2970 East 50th Street.
(3)Includes other working capital assets acquired and liabilities assumed at the time of acquisition.
(4)Represents below-market lease intangibles with a weighted average amortization period of 21.3 years.
(5)In connection with two of our acquisition transactions, we entered into short-term leaseback agreements with each seller/tenant where the seller/tenant does not pay any base rent for the lease term. The amounts allocated to “Deferred rent liabilities” in the table above represent the present value of lease payments using prevailing market rental rates, which will be amortized into rental income over the term of each respective lease.
    Dispositions
The following table summarizes information related to the property that was sold during the three months ended March 31, 2022.
PropertySubmarketDate of DispositionRentable Square Feet
Contractual Sales Price(1)
(in thousands)
Gain Recorded
(in thousands)
28159 Avenue StanfordLos Angeles - San Fernando Valley1/13/202279,247 $16,500 $8,486 
(1)Represents the gross contractual sales price before commissions, prorations, credits and other closing costs.

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Real Estate Held for Sale
As of March 31, 2022, we did not have any properties classified as held for sale. As of December 31, 2021, the property located at 28159 Avenue Stanford in Valencia, California was classified as held for sale.
The following table summarizes the major classes of assets and liabilities associated with real estate property classified as held for sale as of December 31, 2021 (dollars in thousands).

December 31, 2021
Land$1,849 
Building and improvements10,753 
Tenant improvements1,059 
Real estate held for sale13,661 
Accumulated depreciation(6,657)
Real estate held for sale, net7,004 
Other assets associated with real estate held for sale209 
Total assets associated with real estate held for sale, net$7,213 
Tenant security deposits$177 
Other liabilities associated with real estate held for sale54 
Total liabilities associated with real estate held for sale$231 


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4.    Acquired Lease Intangibles  

    The following table summarizes our acquired lease intangible assets, including the value of in-place tenant leases, above-market tenant leases and a below-market ground lease, and our acquired lease intangible liabilities which includes below-market tenant leases (in thousands): 
 March 31, 2022December 31, 2021
Acquired Lease Intangible Assets:  
In-place lease intangibles$273,935 $256,902 
Accumulated amortization(143,552)(135,415)
In-place lease intangibles, net$130,383 $121,487 
Above-market tenant leases$21,162 $21,065 
Accumulated amortization(10,850)(10,394)
Above-market tenant leases, net$10,312 $10,671 
Below-market ground lease(1)
$12,977 $ 
Accumulated amortization(1)
(7) 
Below-market ground lease, net$12,970 $ 
Acquired lease intangible assets, net$