This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). We caution investors that forward-looking statements are based on
management's beliefs and on assumptions made by, and information currently
available to, management. When used, the words "anticipate", "believe",
"estimate", "expect", "intend", "may", "might", "plan", "project", "result",
"should", "will", "seek", "target", "see", "likely", "position", "opportunity",
"outlook", "potential", "future" and similar expressions which do not relate
solely to historical matters are intended to identify forward-looking
statements. These statements 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. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated, or projected. We expressly
disclaim any responsibility to update our forward-looking statements, whether as
a result of new information, future events, or otherwise, except as required by
law. Accordingly, investors should use caution in relying on past
forward-looking statements, which are based on results and trends at the time
they are made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:



•the factors included under the headings "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in our
Annual Report on Form 10-K for the year ended December 31, 2021, which was filed
with the Securities and Exchange Commission on February 9, 2022, in this
Quarterly Report on Form 10-Q, and in our other public filings;

•our ability to identify and acquire industrial properties on terms favorable to us;

•general volatility of the capital markets and the market price of our common stock;

•adverse economic or real estate conditions or developments in the industrial real estate sector and/or in the markets in which we acquire properties;

•our dependence on key personnel and our reliance on third-party property managers;

•our inability to comply with the laws, rules and regulations applicable to companies, and in particular, public companies;

•our ability to manage our growth effectively;

•tenant bankruptcies and defaults on, or non-renewal of, leases by tenants;

•decreased rental rates or increased vacancy rates;

•increased interest rates and operating costs;

•the discontinuation of London Interbank Offered Rate ("LIBOR") and the replacement of LIBOR with an alternative reference rate;

•declining real estate valuations and impairment charges;

•our expected leverage, our failure to obtain necessary outside financing, and existing and future debt service obligations;

•our ability to make distributions to our stockholders;

•our failure to successfully hedge against interest rate increases;

•our failure to successfully operate acquired properties;

•risks relating to our real estate redevelopment, renovation and expansion strategies and activities;



•the ongoing impact of the novel coronavirus ("COVID-19"), or the impact of any
future pandemic, epidemic or outbreak of any other highly infectious disease, on
the U.S., regional and global economies and on our business, financial condition
and results of operations and that of our tenants;

•our failure to qualify or maintain our status as a real estate investment trust ("REIT"), and possible adverse changes to tax laws;

•uninsured or underinsured losses and costs relating to our properties or that otherwise result from future litigation;


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•environmental uncertainties and risks related to natural disasters;

•financial market fluctuations; and

•changes in real estate and zoning laws and increases in real property tax rates.



Overview

Terreno Realty Corporation ("Terreno", and together with its subsidiaries, "we",
"us", "our", "our Company", or "the Company") acquires, owns and operates
industrial real estate in six major coastal U.S. markets: Los Angeles, Northern
New Jersey/New York City, San Francisco Bay Area, Seattle, Miami, and
Washington, D.C. We invest in several types of industrial real estate, including
warehouse/distribution (approximately 79.5% of our total annualized base rent as
of March 31, 2022), flex (including light industrial and research and
development, or R&D) (approximately 4.7%), transshipment (approximately 6.5%)
and improved land (approximately 9.3%). We target functional properties in
infill locations that may be shared by multiple tenants and that cater to
customer demand within the various submarkets in which we operate. Infill
locations are geographic locations surrounded by high concentrations of already
developed land and existing buildings. As of March 31, 2022, we owned a total of
256 buildings (including one property consisting of 18 buildings held for sale)
aggregating approximately 15.1 million square feet, 37 improved land parcels
consisting of approximately 128.3 acres and four properties under redevelopment
that, upon completion, will consist of two properties aggregating approximately
0.5 million square feet and two improved land parcels aggregating approximately
12.1 acres. As of March 31, 2022, our buildings and improved land parcels were
approximately 96.9% and 94.9% leased (including 0.1 million square feet of
vacancy acquired during the fourth quarter of 2021), respectively, to 565
customers, the largest of which accounted for approximately 4.7% of our total
annualized base rent. See "Item 1 - Our Investment Strategy - Industrial
Facility General Characteristics" in our Annual Report on Form 10-K for the year
ended December 31, 2021 for a general description of these types of industrial
real estate.

We are an internally managed Maryland corporation and elected to be taxed as a
REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as
amended, or the Code, commencing with our taxable year ended December 31, 2010.

The following table summarizes by type our investments in real estate as of March 31, 2022:


                                                        Number of Buildings or        Annualized Base Rent
Type                                                     Improved Land Parcels          (in thousands) 1                % of Total
Warehouse/distribution                                                      225       $          151,652                         79.5  %
Flex                                                                         13                    8,930                          4.7  %
Transshipment                                                                18                   12,379                          6.5  %
Improved land                                                                37                   17,831                          9.3  %
Total                                                                       293       $          190,792                        100.0  %


1Annualized base rent is calculated as contractual monthly base rent per the
leases, excluding any partial or full rent abatements, as of March 31, 2022,
multiplied by 12.
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The following table summarizes by market our investments in real estate as of
March 31, 2022:
                                                         Northern New
                                                       Jersey/New York   San Francisco                                                  Total/Weighted
                                         Los Angeles         City           Bay Area       Seattle        Miami      Washington, D.C.       Average
Investments in Real Estate
Number of Buildings                             51              62                46            43            32                 22               256
Rentable Square Feet                     2,695,418       3,449,112        

2,197,008 2,781,352 2,262,361 1,761,704 15,146,955 % of Total

                                    17.8  %         22.8     %        14.5  %       18.4  %       14.9  %            11.6  %          100.0  %
Occupancy % as of March 31, 2022 4            99.3  %         97.8     %        98.9  %       96.7  %       93.8  %            93.0  %           96.9  %

Annualized Base Rent (in thousands) 1 $ 28,878 $ 44,956 $

30,799 $ 29,939 $ 19,304 $ 19,085 $ 172,961 % of Total

                                    16.7  %         26.0     %        17.8  %       17.3  %       11.2  %            11.0  %          100.0  %
Annualized Base Rent 1 Per Occupied
Square Foot                             $    10.78    $      13.33       $     14.17    $    11.14    $     9.10    $         11.64    $        11.79
Weighted Average Remaining Lease Term
(Years) 2                                      6.2             4.6               3.5           3.8           4.6                2.9               4.4

Investments in Improved Land
Number of Land Parcels                          10              10                 3             9             2                  3                37
Acres                                         20.7            54.2               7.1          22.4           3.2               20.7             128.3
% of Total                                    16.2  %         42.2     %         5.5  %       17.5  %        2.5  %            16.1  %          100.0  %
Occupancy % as of March 31, 2022              90.5  %        100.0     %       100.0  %       79.3  %      100.0  %           100.0  %           94.9  %

Annualized Base Rent (in thousands) 1 $ 4,601 $ 7,328 $

1,447 $ 2,300 $ 422 $ 1,733 $ 17,831 % of Total

                                    25.8  %         41.1     %         8.1  %       12.9  %        2.4  %             9.7  %          100.0  %
Annualized Base Rent 1 Per Occupied
Square Foot                             $     5.64    $       3.19       $  

4.70 $ 3.12 $ 3.07 $ 1.98 $ 3.43 Weighted Average Remaining Lease Term (Years) 2

                                      3.4             5.6               3.9           3.6           2.4                5.7               4.8

Total Investments in Real Estate and
Improved Land
Annualized Base Rent (in thousands) 1   $   33,479    $     52,284       $  

32,246 $ 32,239 $ 19,726 $ 20,818 $ 190,792 % of Total Annualized Base Rent 1

             17.5  %         27.4     %        16.9  %       16.9  %       10.4  %            10.9  %          100.0  %

Gross Book Value (in thousands) 3 $ 540,213 $ 752,678 $


 455,589    $  568,692    $  416,213    $       313,775    $    3,047,160
% of Total Gross Book Value                   17.7  %         24.7     %        15.0  %       18.6  %       13.7  %            10.3  %          100.0  %


1Annualized base rent is calculated as contractual monthly base rent per the
leases, excluding any partial or full rent abatements, as of March 31, 2022,
multiplied by 12.
2Weighted average remaining lease term is calculated by summing the remaining
lease term of each lease as of March 31, 2022, weighted by the respective square
footage.
3Includes four properties under redevelopment that, upon completion, will
consist of two properties aggregating approximately 0.5 million square feet and
two improved land parcels aggregating approximately 12.1 acres, and one property
consisting of 18 buildings held for sale with a gross book value of
approximately $42.3 million.
4Includes 0.1 million square feet of vacancy acquired in Miami that was
pre-leased and expected to commence prior to June 30, 2022.

As of March 31, 2022, we owned four properties under redevelopment that, upon
completion, will consist of two properties aggregating approximately 0.5 million
square feet and two improved land parcels aggregating approximately 12.1 acres
with a total expected investment of approximately $144.4 million, including
redevelopment costs, capitalized interest and
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other costs.

The following table summarizes our capital expenditures incurred during the three months ended March 31, 2022 and 2021 (dollars in thousands):



                                                              For the Three Months Ended March 31,
                                                                   2022                   2021
Building improvements                                        $        9,516          $      1,754
Tenant improvements                                                   4,547                   921
Leasing commissions                                                   4,691                 2,742
Redevelopment, renovation and expansion                              11,951                   572
Total capital expenditures 1                                 $       30,705

$ 5,989




1Includes approximately $23.5 million and $1.2 million for the three months
ended March 31, 2022 and 2021, respectively, related to leasing acquired
vacancy, redevelopment construction in progress and renovation and expansion
projects (stabilization capital) at twenty-one and five properties for the three
months ended March 31, 2022 and 2021, respectively.

Our industrial properties are typically subject to leases on a "triple net
basis," in which tenants pay their proportionate share of real estate taxes,
insurance and operating costs, or are subject to leases on a "modified gross
basis," in which tenants pay expenses over certain threshold levels. In
addition, approximately 94.6% of our leased space includes fixed rental
increases or Consumer Price Index-based rental increases. Lease terms typically
range from three to ten years. We monitor the liquidity and creditworthiness of
our tenants on an ongoing basis by reviewing outstanding accounts receivable
balances, and as provided under the respective lease agreements, review the
tenant's financial condition periodically as appropriate. As needed, we hold
discussions with the tenant's management about their business and we conduct
site visits of the tenant's operations.
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Our top 20 customers based on annualized base rent as of March 31, 2022 are as
follows:
                                                                                                % of Total                Annualized                % of Total
                                                                         Rentable                Rentable                  Base Rent                Annualized
       Customer                                       Leases           Square Feet              Square Feet            (in thousands) 1             Base Rent
1      Amazon.com 2                                          6                471,880                    3.1  %       $          9,059                      4.7  %
2      FedEx Corporation 3                                   6                246,779                    1.6  %                  4,843                      2.5  %
3      Danaher                                               3                171,707                    1.1  %                  3,844                      2.0  %
4      United States Government                              8                300,732                    2.0  %                  3,757                      2.0  %
5      District of Columbia                                  7                197,617                    1.3  %                  3,362                      1.8  %
6      O'Neill Logistics                                     2                237,692                    1.6  %                  2,069                      1.1  %
7      Port Kearny Security, Inc. 4                          1                      -                      -  %                  2,040                      1.1  %
8      DirectBuy Home Improvement                            2                230,891                    1.5  %                  2,011                      1.1  %
9      Costco-Innovel Solutions LLC                          1                219,910                    1.5  %                  1,870                  

1.0 %

Hanjin International America, Inc. and
10     Hanjin Transportation Co., LTD                        1                114,061                    0.7  %                  1,848                      1.0  %
11     XPO Logistics                                         2                180,717                    1.2  %                  1,843                      1.0  %
12     L3 Harris Technologies, Inc.                          1                147,898                    1.0  %                  1,751                      0.9  %
13     Divergent Technologies, Inc. 5                        2                 72,808                    0.5  %                  1,613                      0.8  %
14     Bar Logistics                                         1                203,263                    1.3  %                  1,546                      0.8  %
15     YRC                                                   2                 61,252                    0.4  %                  1,540                      0.8  %
16     Topaz Lighting Corp.                                  1                190,000                    1.3  %                  1,507                      0.8  %
17     Envogue International                                 2                192,000                    1.3  %                  1,454                      0.8  %
18     United States Postal Service                          2                 53,000                    0.3  %                  1,438                      0.7  %
19     Lilac Solutions Inc.                                  1                 92,884                    0.6  %                  1,378                      0.7  %
20     Sarcona Management Corporation 6                      2                 28,124                    0.2  %                  1,368                      0.7  %
       Total                                                53              3,413,215                   22.5  %       $         50,141                     26.3  %


1Annualized base rent is calculated as contractual monthly base rent per the
leases, excluding any partial or full rent abatements, as of March 31, 2022,
multiplied by 12.
2Includes two improved land parcels consisting of approximately 6.2 acres.
3Includes two improved land parcels consisting of approximately 7.7 acres.
4Includes an improved land parcel consisting of approximately 16.9 acres.
5Includes an improved land parcel consisting of approximately 1.4 acres.
6Includes an improved land parcel consisting of approximately 2.6 acres.

The following table summarizes the anticipated lease expirations for leases in
place as of March 31, 2022, without giving effect to the exercise of unexercised
renewal options or termination rights, if any, at or prior to the scheduled
expirations:
                                            % of Total Rentable      Annualized Base Rent       % of Total Annualized
Year             Rentable Square Feet           Square Feet           (in thousands) 2, 3             Base Rent
2022 1                        1,443,454                   9.5  %    $              13,283                       6.1  %
2023                          2,076,496                  13.7  %                   27,686                      12.7  %
2024                          1,878,782                  12.5  %                   25,178                      11.5  %
2025                          1,862,741                  12.3  %                   33,669                      15.4  %
2026                          2,421,286                  16.0  %                   38,130                      17.5  %
Thereafter                    4,990,057                  32.9  %                   80,515                      36.8  %
Total                        14,672,816                  96.9  %    $             218,461                     100.0  %


1Includes leases that expire on or after March 31, 2022 and month-to-month
leases totaling approximately 92,415 square feet.
2Annualized base rent is calculated as contractual monthly base rent per the
leases at expiration, excluding any partial or full rent abatements, as of
March 31, 2022, multiplied by 12.
3Includes annualized base rent related to 37 improved land parcels totaling
approximately 128.3 acres.
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Our ability to re-lease or renew expiring space at rental rates equal to or in
excess of current rental rates will impact our results of operations. As of
March 31, 2022, leases representing approximately 6.1% of the total annualized
base rent of our portfolio are scheduled to expire during the year ending
December 31, 2022. We currently expect that, on average, the rental rates we are
likely to achieve on new (re-leased) or renewed leases for our 2022 expirations
will be above the rates currently being paid for the same space. Cash rent
changes on new and renewed leases totaling approximately 0.7 million square feet
commencing during the three months ended March 31, 2022 were approximately 34.8%
higher as compared to the previous rental rates for that same space. We had a
tenant retention ratio of 47.7% for the three months ended March 31, 2022. We
define tenant retention ratio as the square footage of all leases commenced
during the period that are rented by existing tenants divided by the square
footage of all expiring leases during the reporting period. The square footage
of tenants that default or buy-out prior to expiration of their lease and
short-term leases of less than one year are not included in the calculation.

Our past performance may not be indicative of future results, and we cannot
assure you that leases will be renewed or that our properties will be re-leased
at all or at rental rates equal to or above the current average rental rates.
Further, re-leased/renewed rental rates in a particular market may not be
consistent with rental rates across our portfolio as a whole and
re-leased/renewed rental rates for particular properties within a market may not
be consistent with rental rates across our portfolio within a particular market,
in each case due to a number of factors, including local real estate conditions,
local supply and demand for industrial space, the condition of the property, the
impact of leasing incentives, including free rent and tenant improvements, and
whether the property, or space within the property, has been redeveloped.

Recent Developments

Acquisition Activity



During the three months ended March 31, 2022, we acquired two industrial
properties for a total purchase price of approximately $86.2 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. The following table sets forth the industrial properties we
acquired during the three months ended March 31, 2022:
                                                                                                    Number of             Square             Purchase Price              Stabilized
          Property Name                       Location                Acquisition Date              Buildings              Feet             (in thousands) 1             Cap Rate 2             Acreage 3
Countyline #29 & #30 4                   Hialeah, FL              February 9, 2022                       2               407,000           $         73,200                      3.8  %                   -
33rd Place                               Bellevue, WA             February 23, 2022                      2                29,000                     13,040                      3.4  %                 1.2

Total/Weighted Average                                                                                   4               436,000           $         86,240                      3.7  %                 1.2


1Excludes intangible liabilities and mortgage premiums, if any. The total
aggregate initial investment was approximately $70.3 million, including $1.4
million in capitalized closing costs and acquisition costs and $2.3 million in
assumed intangible liabilities and $19.6 million in other credits related to
near term capital expenditures at the Countyline #29 & #30 properties.
2Stabilized 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. Total acquisition cost
basis for the property includes the initial purchase price, the effects of
marking assumed debt to market, buyer's due diligence and closing costs,
estimated near-term capital expenditures and leasing costs necessary to achieve
stabilization. We define cash basis net operating income for the property as net
operating income excluding straight-line rents and amortization of lease
intangibles. 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
our Annual Report on Form 10-K for the year ended December 31, 2021 and in our
other public filings.
3Represents acreage of improved land parcels.
4The property is included in the redevelopment pool and is expected to be
completed by the third quarter of 2022.
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Redevelopment Activity



As of March 31, 2022, we had four properties under redevelopment that, upon
completion, will consist of two properties aggregating approximately 0.5
million square feet and two improved land parcels aggregating approximately 12.1
acres with a total expected investment of approximately $144.4 million,
including redevelopment costs, capitalized interest and other costs as follows:
                                                                                              Estimated
                                                                                               Amount
                                             Total Expected         Amount Spent to         Remaining to                 Estimated                                                     Estimated
                                             Investment (in            Date (in               Spend (in                Stabilized Cap            Estimated Post-Development           Completion               % Pre-leased
Property Name                                 thousands) 1            thousands)             thousands)                    Rate 2                        Square Feet                    Quarter               March 31, 2022
73rd Street                                $        20,616          $     18,063          $        2,553                            5.5  %                           128,844            Q3 2022                          33.5  %
Countyline #29 & #30                                75,538                64,124                  11,414                            3.8  %                           407,084            Q3 2022                         100.0  %
Paterson Plank III 3                                23,643                19,188                   4,455                            4.5  %                               N/A            Q1 2023                             -  %
Berryessa 4                                         24,563                23,823                     740                            5.1  %                               N/A            Q1 2023                             -  %
Total/Weighted Average                     $       144,360          $    125,198          $       19,162                            4.4  %                           535,928                                             84.0  %


1Total expected investment for the properties include the initial purchase
price, buyer's due diligence and closing costs, estimated near-term
redevelopment expenditures, capitalized interest and leasing costs necessary to
achieve stabilization.
2Estimated stabilized cap rates are calculated as estimated annualized cash
basis net operating income for the properties stabilized to market occupancy
(generally 95%) divided by the total acquisition cost for the property. We
define cash basis net operating income for the property as net operating income
excluding straight-line rents and amortization of lease intangibles. 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 our Annual Report on
Form 10-K for the year ended December 31, 2021 and in our other public filings.
3Improved land parcel of approximately 4.9 acres.
4Improved land parcel of approximately 7.2 acres.



ATM Program



We have an at-the-market equity offering program (the "$300 Million ATM
Program") pursuant to which we may issue and sell shares of our common stock
having an aggregate offering price of up to $300.0 million ($221.4 million
remaining as of March 31, 2022) in amounts and at times as we determine from
time to time. Prior to the implementation of the $300 Million ATM Program, we
had a previous at-the-market equity program (the "Previous $300.0 million ATM
Program"), which was substantially utilized as of June 10, 2021 and which is no
longer active. We intend to use the net proceeds from the offering of the shares
under the $300 Million ATM Program, if any, for general corporate purposes,
which may include future acquisitions, redevelopments and repayment of
indebtedness, including borrowings under our revolving credit facility. During
the three months ended March 31, 2022, we did not issue any common stock under
the $300 Million ATM Program.

Share Repurchase Program

We have a share repurchase program authorizing us to repurchase up to 3,000,000
shares of our outstanding common stock from time to time through December 31,
2022. Purchases made pursuant to this program, if any, will be made in either
the open market or in privately negotiated transactions as permitted by federal
securities laws and other legal requirements. The timing, manner, price and
amount of any repurchases will be determined by us in our discretion and will be
subject to economic and market conditions, stock price, applicable legal
requirements and other factors. The program may be suspended or discontinued at
any time. As of March 31, 2022, we had not repurchased any shares of our common
stock pursuant to our share repurchase program.

Dividend and Distribution Activity



On May 3, 2022, our board of directors declared a cash dividend in the amount of
$0.34 per share of our common stock payable on July 14, 2022 to the stockholders
of record as of the close of business on June 30, 2022.


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Contractual Commitments



As of May 3, 2022, we had outstanding contracts with third-party sellers to
acquire ten industrial properties for a total aggregate purchase price of
$177.7 million, as described under the heading "Material Cash Commitments" in
this Quarterly Report on Form 10-Q. There is no assurance that we will acquire
the properties under contract because the proposed acquisitions are subject to
the completion of satisfactory due diligence and various closing conditions.

Inflation



The U.S. economy has experienced an increase in inflation rates recently. A wide
variety of industries and sectors are affected by increasing commodity prices.
Inflation has increased construction costs, including tenant improvements and
capital projects, and operating costs. Most of our leases require 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 64.0% 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.

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. Approximately 94.6%
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. The results of operations of any acquired property are
included in our financial statements as of the date of its acquisition.

The analysis of our results below for the three months ended March 31, 2022 and
2021 includes the changes attributable to same store properties. The same store
pool for the comparison of the three months ended March 31, 2022 and 2021
includes all properties that were owned and in operation as of March 31, 2022
and since January 1, 2021 and excludes properties that were either disposed of
prior to, held for sale to a third party or in redevelopment as of March 31,
2022. As of March 31, 2022, the same store pool consisted of 200 buildings
aggregating approximately 12.3 million square feet representing approximately
81.6% of our total square feet owned and 24 improved land parcels consisting of
approximately 91.5 acres. As of March 31, 2022, the non-same store properties,
which we acquired, redeveloped, or sold during 2021 and 2022 or were held for
sale or in redevelopment as of March 31, 2022, consisted of 56 buildings
(including one property consisting of 18 buildings held for sale) aggregating
approximately 2.8 million square feet, 13 improved land parcels consisting of
approximately 36.8 acres and four properties under redevelopment that, upon
completion, will consist of two properties aggregating approximately 0.5
million square feet and two improved land parcels aggregating approximately 12.1
acres. As of March 31, 2022 and 2021, our consolidated same store pool occupancy
was approximately 98.4% and 97.4%, respectively.

Our future financial condition and results of operations, including rental revenues, straight-line rents and amortization of lease intangibles, may be impacted by the acquisitions of additional properties, and expenses may vary materially from historical results.


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Comparison of the Three Months Ended March 31, 2022 to the Three Months Ended
March 31, 2021:
                                               For the Three Months Ended March 31,
                                                     2022                  2021              $ Change             % Change
                                                                (Dollars in thousands)
Rental revenues 1
Same store                                     $      40,853          $    37,681          $   3,172                     8.4  %
Non-same store operating properties 2                  9,488                2,128              7,360                   345.9  %
Total rental revenues                                 50,341               39,809             10,532                    26.5  %
Tenant expense reimbursements 1
Same store                                            11,449               10,033              1,416                    14.1  %
Non-same store operating properties 2                  2,245                  849              1,396                   164.4  %
Total tenant expense reimbursements                   13,694               10,882              2,812                    25.8  %
Total revenues                                        64,035               50,691             13,344                    26.3  %
Property operating expenses
Same store                                            13,655               12,253              1,402                    11.4  %
Non-same store operating properties 2                  3,221                1,259              1,962                   155.8  %
Total property operating expenses                     16,876               13,512              3,364                    24.9  %
Net operating income 3
Same store                                            38,647               35,461              3,186                     9.0  %
Non-same store operating properties 2                  8,512                1,718              6,794                   395.5  %
Total net operating income                     $      47,159          $    37,179          $   9,980                    26.8  %
Other costs and expenses
Depreciation and amortization                         14,982               11,376              3,606                    31.7  %
General and administrative                             7,527                5,582              1,945                    34.8  %
Acquisition costs                                         28                   55                (27)                  (49.1) %
Total other costs and expenses                        22,537               17,013              5,524                    32.5  %
Other income (expense)
Interest and other income                                121                  236               (115)                  (48.7) %
Interest expense, including amortization              (5,081)              (4,145)              (936)                   22.6  %

Total other expense                                   (4,960)              (3,909)            (1,051)                   26.9  %
Net income                                     $      19,662          $    16,257          $   3,405                    20.9  %


1Accounting Standards Update ("ASU") No. 2018-11, Leases (Topic 842), Targeted
Improvements, allows us to elect not to separate lease and non-lease rental
income. All rental income earned pursuant to tenant leases is reflected as one
line, "Rental revenues and tenant expense reimbursements" on our accompanying
consolidated statements of operations. We believe that the above presentation of
rental revenues and tenant expense reimbursements is not, and is not intended to
be, a presentation in accordance with GAAP, and a reconciliation to total
revenue is provided above. We believe this information is frequently used by
management, investors, and other interested parties to evaluate our performance.
See "Note 2 - Significant Accounting Policies" in our condensed notes to
consolidated financial statements for more information regarding our adoption of
this standard.
2Includes 2022 and 2021 acquisitions and dispositions, thirteen improved land
parcels, four properties under redevelopment and one property held for sale with
a gross book value of approximately $42.3 million as of March 31, 2022.
3Includes straight-line rents and amortization of lease intangibles. See
"Non-GAAP Financial Measures" in this Quarterly Report on Form 10-Q for a
definition and reconciliation of net operating income and same store net
operating income from net income and a discussion of why we believe net
operating income and same store net operating income are useful supplemental
measures of our operating performance.

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Revenues. Total revenues increased approximately $13.3 million for the three
months ended March 31, 2022 compared to the same period from the prior year due
primarily to increased revenue on new and renewed leases, property acquisitions
during 2022 and 2021 and an increase in occupancy rate. Cash rents on new and
renewed leases totaling approximately 0.7 million square feet commencing during
the three months ended March 31, 2022 increased approximately 34.8% compared to
the previous rental rates for that same space. For the three months ended
March 31, 2022 and 2021, approximately $1.8 million and $1.1 million,
respectively, was recorded in straight-line rental revenues related to
contractual rent abatements given to certain tenants.

Property operating expenses. Total property operating expenses increased
approximately $3.4 million during the three months ended March 31, 2022 compared
to the same period from the prior year. The increase in total property operating
expenses was primarily due to an increase of approximately $2.0 million
attributable to property acquisitions during 2022 and 2021 as well as increases
in real estate taxes related to annual rate increases at certain of our
properties.

Depreciation and amortization. Depreciation and amortization increased
approximately $3.6 million during the three months ended March 31, 2022 compared
to the same period from the prior year primarily due to property acquisitions
during 2022 and 2021.

General and administrative expenses. General and administrative expenses
increased approximately $1.9 million primarily due to increased restricted stock
amortization and other compensation expenses due to an increase in the number of
employees and salaries for the three months ended March 31, 2022 compared to the
same period from the prior year.

Interest and other income. Interest and other income remained consistent for the
three months ended March 31, 2022 compared to the same period from the prior
year.

Interest expense, including amortization. Interest expense increased approximately $0.9 million for the three months ended March 31, 2022 compared to the same period from the prior year primarily due to the issuance of approximately $150.0 million of senior unsecured notes on July 15, 2021 and $125.0 million of senior unsecured notes on October 28, 2021.

Liquidity and Capital Resources



The primary objective of our financing strategy is to maintain financial
flexibility with a conservative capital structure using retained cash flows,
proceeds from dispositions of properties, long-term debt and the issuance of
common and perpetual preferred stock to finance our growth. Over the long-term,
we intend to:

•limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding perpetual preferred stock to less than 35% of our total enterprise value;

•maintain a fixed charge coverage ratio in excess of 2.0x;

•maintain a debt-to-adjusted EBITDA ratio below 6.0x;

•limit the principal amount of our outstanding floating rate debt to less than 20% of our total consolidated indebtedness; and

•have staggered debt maturities that are aligned to our expected average lease term (five to seven years), positioning us to re-price parts of our capital structure as our rental rates change with market conditions.



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 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 rating agency. There can be no assurance
that we will be able to maintain our current credit rating. Our credit rating
can affect the amount and type of capital we can access, as well as the terms of
any financings we may obtain. In the event our current credit rating is
downgraded, it may become difficult or expensive to obtain additional financing
or refinance existing obligations and commitments. We intend to primarily
utilize senior unsecured notes, term loans, credit facilities, dispositions of
properties, and proceeds from the issuance of common stock and perpetual
preferred stock. We may also assume debt in connection with property
acquisitions which may have a higher loan-to-value ratio.

We expect to meet our short-term liquidity requirements generally through net
cash provided by operations, existing cash balances and, if necessary,
short-term borrowings under our revolving credit facility. We believe that our
net cash provided by operations will be adequate to fund operating requirements,
pay interest on any borrowings and fund distributions in accordance with the
REIT requirements of the federal income tax laws. In the near-term, we intend to
fund future investments in properties
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with cash on hand, term loans, senior unsecured notes, mortgages, borrowings
under our revolving credit facility, perpetual preferred and common stock
issuances and, from time to time, property dispositions. We expect to meet our
long-term liquidity requirements, including with respect to other investments in
industrial properties, property acquisitions, property redevelopments,
renovations and expansions and scheduled debt maturities, through borrowings
under our revolving credit facility, periodic issuances of common stock,
perpetual preferred stock, and long-term unsecured and secured debt, and, from
time to time, with proceeds from the disposition of properties. The success of
our acquisition strategy may depend, in part, on our ability to obtain and
borrow under our revolving credit facility and to access additional capital
through issuances of equity and debt securities.

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.

Equity Sources of Liquidity

The following sets forth certain information regarding our current at-the-market common stock offering program as of March 31, 2022:


                                                                                            Maximum Aggregate
                                                                                           Offering Price (in              Aggregate Common Stock
ATM Stock Offering Program                                  Date Implemented                   thousands)                 Available (in thousands)
 $300 Million ATM Program                                           June 11, 2021       $              300,000          $                  221,434

The table below sets forth the activity under our at-the-market common stock offering programs during the three months ended March 31, 2022 and 2021, respectively (in thousands, except share and price per share data):


                                                                  Weighted 

Average


For the Three Months Ended                   Shares Sold           Price Per Share          Net Proceeds           Sales Commissions
March 31, 2022                                      -             $            -          $           -          $                -
March 31, 2021                                706,524             $        58.20          $      40,526          $              596


Debt Sources of Liquidity

As of March 31, 2022, we had $50.0 million of senior unsecured notes that mature
in September 2022, $100.0 million of senior unsecured notes that mature in July
2024, $50.0 million of senior unsecured notes that mature in July 2026, $50.0
million of senior unsecured notes that mature in October 2027, $100.0 million of
senior unsecured notes that mature in July 2028, $100.0 million of senior
unsecured notes that mature in December 2029, $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"), and a
credit facility (the "Facility"), which consists of a $250.0 million revolving
credit facility that matures in August 2025 and a $100.0 million term loan that
matures in January 2027. As of both March 31, 2022 and 2021, there were no
borrowings outstanding on our revolving credit facility and $100.0 million of
borrowings outstanding on our term loan.

The aggregate amount of the Facility may be increased to a total of up to $650.0
million, subject to the approval of the administrative agent and the
identification of lenders willing to make available additional amounts.
Outstanding borrowings under the Facility are limited to the lesser of (i) the
sum of the $100.0 million term loan and the $250.0 million revolving credit
facility, or (ii) 60.0% of the value of the unencumbered properties. Interest on
the Facility, including the term loan, is generally to be paid based upon, at
our option, either (i) LIBOR plus the applicable LIBOR margin or (ii) the
applicable base rate which is the greatest of the administrative agent's prime
rate, 0.50% above the federal funds effective rate, or thirty-day LIBOR plus the
applicable LIBOR margin for LIBOR rate loans under the Facility plus 1.25%. The
applicable LIBOR margin will range from 1.00% to 1.45% (1.00% as of March 31,
2022) for the revolving credit facility and 1.15% to 1.65% (1.15% as of
March 31, 2022) for the $100.0 million term loan, depending on the ratio of our
outstanding consolidated indebtedness to the value of our consolidated gross
asset value. The Facility requires quarterly payments of an annual facility fee
in an amount ranging from 0.15% to 0.30%, depending on the ratio of our
outstanding consolidated indebtedness to the value of our consolidated gross
asset value.

The Facility and the Senior Unsecured Notes are guaranteed by us and by
substantially all of the current and to-be-formed subsidiaries of the borrower
that own an unencumbered property. The Facility and the Senior Unsecured Notes
are not secured by our properties or by interests in the subsidiaries that hold
such properties. The Facility and the Senior Unsecured Notes include a series of
financial and other covenants with which we must comply. We were in compliance
with the covenants under the Facility and the Senior Unsecured Notes as of
March 31, 2022 and 2021.
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As of March 31, 2022 and December 31, 2021, we held cash and cash equivalents totaling approximately $106.3 million and $204.4 million, respectively.



The following tables summarize our debt maturities and principal payments as of
March 31, 2022 and our market capitalization, capitalization ratios, Adjusted
EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for
the three months ended March 31, 2022 and 2021 (dollars in thousands, except per
share data):
                                                                                                      Senior
                                               Credit                                               Unsecured
                                              Facility                  Term Loan                     Notes                            Total Debt
2022 (9 months)                          $                 -       $                  -       $               50,000             $                50,000
2023                                                       -                          -                            -                                   -
2024                                                       -                          -                      100,000                             100,000
2025                                                       -                          -                            -                                   -
2026                                                       -                          -                       50,000                              50,000
Thereafter                                                 -                    100,000                      425,000                             525,000
Total Debt                                                 -                    100,000                      625,000                             725,000
Deferred financing costs, net                              -                      (480)                      (3,656)                             (4,136)
Total Debt, net                          $                 -       $             99,520       $              621,344             $               720,864
Weighted average interest rate                           n/a                       1.3%                         3.2%                                3.0%


                                         As of March          As of March
                                           31, 2022             31, 2021
Total Debt, net                         $      720,864       $      448,004
Equity
Common Stock
Shares Outstanding 1                        75,525,288           69,372,554
Market Price 2                          $        74.05       $        59.21
Total Equity                                 5,592,648            4,107,549
Total Market Capitalization             $    6,313,512       $    4,555,553
Total Debt-to-Total Investments in
Properties 3                                     23.7%                19.1%

Total Debt-to-Total Market
Capitalization 4                                 11.4%                 9.8%
Floating Rate Debt as a % of Total Debt
5                                                13.8%                22.3%
Unhedged Floating Rate Debt as a % of
Total Debt 6                                     13.8%                11.2%

Adjusted EBITDA 7                       $       42,582       $       33,803
Interest Coverage 8                             8.4  x               8.2  x
Fixed Charge Coverage 9                         7.4  x               8.1  x
Total Debt-to-Adjusted EBITDA 10                4.2  x               3.3  x
Weighted Average Maturity of Total Debt
(years)                                         5.7                  4.3



1Includes 308,677 and 216,047 shares of unvested restricted stock outstanding as
of March 31, 2022 and 2021, respectively. Also includes 423,012 and 270,546
shares held in the Deferred Compensation Plan as of March 31, 2022 and 2021,
respectively.
2Closing price of our shares of common stock on the New York Stock Exchange on
March 31, 2022 and 2021, respectively, in dollars per share.
3Total debt-to-total investments in properties is calculated as total debt,
including premiums and net of deferred financing costs, divided by total
investments in properties, including one property held for sale as of March 31,
2022 with a gross book value of approximately $42.3 million.
4Total debt-to-total market capitalization is calculated as total debt,
including premiums and net of deferred financing costs, divided by total market
capitalization.
5Floating rate debt as a percentage of total debt is calculated as floating rate
debt, including premiums and net of deferred financing costs, divided by total
debt, including premiums and net of deferred financing costs. Floating rate debt
includes our $100.0 million variable-rate term loan borrowings, of which $50.0
million was subject to an interest
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rate cap of 4.0% plus 1.20% to 1.70%, depending on leverage, as of March 31,
2021. The interest rate cap expired on May 4, 2021. See "Note 8 - Derivative
Financial Instruments" in our condensed notes to consolidated financial
statements for more information regarding our prior interest rate cap.
6Unhedged floating rate debt as a percentage of total debt is calculated as
unhedged floating rate debt, including premiums and net of deferred financing
costs, divided by total debt, including premiums and net of deferred financing
costs. Hedged debt includes our $100.0 million variable-rate term loan
borrowings, of which $50.0 million was subject to an interest rate cap of 4.0%
plus 1.20% to 1.70%, depending on leverage, as of March 31, 2021. The interest
rate cap expired on May 4, 2021. See "Note 8 - Derivative Financial Instruments"
in our condensed notes to consolidated financial statements for more information
regarding our prior interest rate cap.
7Earnings before interest, taxes, gains (losses) from sales of property,
depreciation and amortization, acquisition costs and stock-based compensation
("Adjusted EBITDA") for the three months ended March 31, 2022 and 2021,
respectively. See "Non-GAAP Financial Measures" in this Quarterly Report on Form
10-Q 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.
8Interest coverage is calculated as Adjusted EBITDA divided by interest expense,
including amortization. See "Non-GAAP Financial Measures" in this Quarterly
Report on Form 10-Q 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.
9Fixed charge coverage is calculated as Adjusted EBITDA divided by interest
expense, including amortization plus capitalized interest. See "Non-GAAP
Financial Measures" in this Quarterly Report on Form 10-Q 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.
10Total debt-to-Adjusted EBITDA is calculated as total debt, including premiums
and net of deferred financing costs, divided by annualized Adjusted EBITDA. See
"Non-GAAP Financial Measures" in this Quarterly Report on Form 10-Q 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.

The following table sets forth the cash dividends paid or payable per share during the three months ended March 31, 2022:


                                                                Dividend 

per


For the Three  Months Ended               Security                  Share                Declaration Date                Record Date                 Date Paid
March 31, 2022                       Common stock              $       0.34          February 8, 2022               March 25, 2022              April 8, 2022


Sources and Uses of Cash

Our principal sources of cash are cash from operations, borrowings under loans
payable, draws on our 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.

Cash From Operating Activities. Net cash provided by operating activities
totaled approximately $28.0 million for the three months ended March 31, 2022
compared to approximately $26.2 million for the three months ended March 31,
2021. This increase in cash provided by operating activities is primarily
attributable to additional cash flows generated from the properties acquired
during 2022 and 2021 and increased rents on new and renewed leases at our same
store properties.

Cash From Investing Activities. Net cash used in investing activities was
approximately $96.8 million and $112.4 million for the three months ended
March 31, 2022 and 2021, respectively, which consisted primarily of cash paid
for property acquisitions of approximately $68.1 million and $104.4 million,
respectively, and additions to capital improvements of approximately $28.8
million and $8.0 million, respectively.

Cash From Financing Activities. Net cash used in financing activities was
approximately $26.5 million for the three months ended March 31, 2022, which
consisted primarily approximately $25.6 million in equity dividend payments. Net
cash provided by financing activities was approximately $8.8 million for the
three months ended March 31, 2021, which consisted primarily of approximately
$40.5 million in net common stock issuance proceeds, partially offset by
approximately $19.9 million in equity dividend payments and approximately $11.3
million in mortgage loan payments.
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Critical Accounting Policies



A summary of our critical accounting policies is set forth in our Annual Report
on Form 10-K for the year ended December 31, 2021 and in the condensed notes to
consolidated financial statements in this Quarterly Report on Form 10-Q.

Material Cash Commitments



As of May 3, 2022, we have ten outstanding contracts with third-party sellers to
acquire ten industrial properties for a total aggregate purchase price of
$177.7 million. There is no assurance that we will acquire the properties under
contract because the proposed acquisitions are subject to the completion of
satisfactory due diligence and various closing conditions.

The following table summarizes our material cash commitments due by period as of March 31, 2022 (dollars in thousands):


                                                     Less than 1                                                 More than 5
Material Cash Commitments                               Year              1-3 Years          3-5 Years              Years                Total
Debt                                               $     50,000          $ 100,000          $ 150,000          $    425,000          $   725,000
Debt interest payments                                   20,130             36,030             28,530                34,078              118,768
Operating lease commitments                                 473                855                889                 1,188                3,405

Purchase obligations 1                                  177,707                  -                  -                     -              177,707
Total                                              $    248,310          $ 136,885          $ 179,419          $    460,266          $ 1,024,880


1As of May 3, 2022

As of May 3, 2022, we executed three non-binding letters of intent with
third-party sellers to acquire three industrial properties for a total
anticipated purchase price of approximately $108.4 million. In the normal course
of its business, we enter into non-binding letters of intent to purchase
properties from third parties that may obligate us to make payments or perform
other obligations upon the occurrence of certain events, including the execution
of a purchase and sale agreement and satisfactory completion of various due
diligence matters. There can be no assurance that we will enter into purchase
and sale agreements with respect to these properties or otherwise complete any
such prospective purchases on the terms described or at all.

Non-GAAP Financial Measures



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 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. 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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The following table reflects the calculation of FFO reconciled from net income
for the three months ended March 31, 2022 and 2021 (dollars in thousands except
per share data):
                                                      For the Three Months Ended March 31,
                                                           2022                  2021              $ Change             % Change
Net income                                           $      19,662          $     16,257          $  3,405                    20.9  %

Depreciation and amortization                               14,982                11,376             3,606                    31.7  %
Non-real estate depreciation                                   (23)                  (13)              (10)                   76.9  %
Allocation to participating securities 1                      (141)                  (86)              (55)                   64.0  %
Funds from operations attributable to common
stockholders 2                                       $      34,480          $     27,534          $  6,946                    25.2  %
Basic FFO per common share                           $        0.46          $       0.40          $   0.06                    15.0  %
Diluted FFO per common share                         $        0.46          $       0.40          $   0.06                    15.0  %
Weighted average basic common shares                    75,199,529          

68,603,068


Weighted average diluted common shares                  75,284,498          

68,862,922




1To be consistent with our policies of determining whether instruments granted
in share-based payment transactions are participating securities and accounting
for earnings per share, the FFO per common share is adjusted for FFO distributed
through declared dividends (if any) and allocated to all participating
securities (weighted average common shares outstanding and unvested restricted
shares outstanding) under the two-class method. Under this method, allocations
were made to 303,666 and 211,746 of weighted average unvested restricted shares
outstanding for the three months ended March 31, 2022 and 2021, respectively.
2Includes performance share award expense of approximately $1.5 million and
$1.3 million for the three months ended March 31, 2022 and 2021, respectively.
See "Note 10 - Stockholders' Equity" in our condensed notes to consolidated
financial statements for more information regarding our performance share
awards.

FFO increased by approximately $6.9 million for the three months ended March 31,
2022, compared to the same period from the prior year due primarily to same
store NOI growth of approximately $3.2 million for the three months ended
March 31, 2022 compared to the same period from the prior year, as well as
property acquisitions during 2022. The FFO increase was partially offset by
increased weighted average common shares outstanding and increased general and
administrative expenses due to additional headcount for the three months ended
March 31, 2022 compared to the same period 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. We believe that presenting Adjusted EBITDA provides
useful information to investors regarding our operating performance because it
is a measure of our operations on an unleveraged basis before the effects of
tax, gain (loss) on sales of real estate investments, non-cash depreciation and
amortization expense, acquisition costs and stock-based compensation. By
excluding interest expense, Adjusted EBITDA allows investors to measure our
operating performance independent of our capital structure and indebtedness and,
therefore, allows for more meaningful comparison of our operating performance
between quarters and other interim periods as well as annual periods and for the
comparison of our operating performance to that of other companies, both in the
real estate industry and in other industries. As we are currently in a growth
phase, acquisition costs are excluded from Adjusted EBITDA to allow for the
comparison of our operating performance to that of stabilized companies.

The following table reflects the calculation of Adjusted EBITDA reconciled from
net income for the three months ended March 31, 2022 and 2021 (dollars in
thousands):
                                        For the Three Months Ended March 31,
                                              2022                  2021               $ Change                 % Change
Net income                              $      19,662          $    16,257          $      3,405                       20.9  %

Depreciation and amortization                  14,982               11,376                 3,606                       31.7  %
Interest expense, including
amortization                                    5,081                4,145                   936                       22.6  %

Stock-based compensation                        2,829                1,970                   859                       43.6  %
Acquisition costs                                  28                   55                   (27)                     (49.1) %
Adjusted EBITDA                         $      42,582          $    33,803          $      8,779                       26.0  %


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We compute NOI as rental revenues, including tenant expense reimbursements, less
property operating expenses. We compute same store NOI as rental revenues,
including tenant expense reimbursements, less property operating expenses on a
same store basis. NOI excludes depreciation, amortization, general and
administrative expenses, acquisition costs and interest expense, including
amortization. We compute cash-basis same store NOI as same store NOI excluding
straight-line rents and amortization of lease intangibles. The same store pool
includes all properties that were owned and in operation as of March 31, 2022
and since January 1, 2021 and excludes properties that were either disposed of
prior to, held for sale to a third party or in redevelopment as of March 31,
2022. As of March 31, 2022, the same store pool consisted of 200 buildings
aggregating approximately 12.3 million square feet representing approximately
81.6% of our total square feet owned and 24 improved land parcels containing
approximately 91.5 acres. We believe that presenting NOI, same store NOI and
cash-basis same store NOI provides useful information to investors regarding the
operating performance of our properties because NOI excludes certain items that
are not considered to be controllable in connection with the management of the
properties, such as depreciation, amortization, general and administrative
expenses, acquisition costs and interest expense. By presenting same store NOI
and cash-basis same store NOI, the operating results on a same store basis are
directly comparable from period to period.

The following table reflects the calculation of NOI, same store NOI and cash-basis same store NOI reconciled from net income for the three months ended March 31, 2022 and 2021 (dollars in thousands):


                                                          For the Three Months Ended
                                                                   March 31,
                                                            2022               2021            $ Change             % Change
Net income 1                                            $   19,662          $ 16,257          $  3,405                   20.9  %
Depreciation and amortization                               14,982            11,376             3,606                   31.7  %
General and administrative                                   7,527             5,582             1,945                   34.8  %
Acquisition costs                                               28                55               (27)                 (49.1) %
Total other income and expenses                              4,960             3,909             1,051                   26.9  %
Net operating income                                        47,159            37,179             9,980                   26.8  %
Less non-same store NOI 2                                   (8,512)           (1,718)           (6,794)                 395.5  %
Same store NOI                                          $   38,647          $ 35,461          $  3,186                    9.0  %
Less straight-line rents and amortization of lease
intangibles 3                                               (2,130)           (2,731)              601                  (22.0) %
Cash-basis same store NOI                               $   36,517          $ 32,730          $  3,787                   11.6  %
Less termination fee income                                   (148)             (118)              (30)                  25.4  %

Cash-basis same store NOI excluding termination fees $ 36,369 $ 32,612 $ 3,757

                   11.5  %


1Includes approximately $0.1 million of lease termination income for both the
three months ended March 31, 2022 and 2021.
2Includes 2021 and 2022 acquisitions and dispositions, 13 improved land parcels
consisting of approximately 36.8 acres, four properties under redevelopment, one
completed redevelopment property with an aggregate book value of approximately
$7.5 million and one property consisting of 18 buildings held for sale with a
gross book value of approximately $42.3 million, as of March 31, 2022.
3Includes straight-line rents and amortization of lease intangibles for the same
store pool only.


Cash-basis same store NOI increased by approximately $3.8 million for the three
months ended March 31, 2022 compared to the same period from the prior year due
to increased rental revenue on new and renewed leases and contractual rent
increases. For both the three months ended March 31, 2022 and 2021, total
contractual rent abatements of approximately $0.9 million, were given to certain
tenants in the same-store pool and approximately $0.1 million in lease
termination income was received from certain tenants in the same store pool. In
addition, for the three months ended March 31, 2022 and 2021, cash-basis same
store NOI included approximately $0.1 million related to properties that were
acquired vacant or with near term expirations in 2020.
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